UNDERWRITING AGREEMENT

January 29, 2021

Neo Performance Materials Inc. 121 King Street West, Suite 1740 Toronto, Ontario M5H 3T9

Attention: Constantine Karayannopoulos, President and Chief Executive Officer

OPPS NPM II S.à.r.l. c/o Oaktree Capital Management, LP 333 South Grand Avenue, 28th Floor Los Angeles, CA 90071

OPPS NPM S.à.r.l. c/o Oaktree Capital Management, LP 333 South Grand Avenue, 28th Floor Los Angeles, CA 90071

Attention: Brook D. Hinchman, Managing Director

Paradigm Capital Inc. (the "Lead Underwriter") and Canaccord Genuity Corp., Cormark Securities Inc., RBC Dominion Securities Inc., Stifel Nicolaus Canada Inc., CIBC World Markets Inc., Raymond James Ltd. and Scotia Capital Inc. (together with the Lead Underwriter, the "Underwriters") understand that OPPS NPM II S.à.r.l. and OPPS NPM S.à.r.l. (together, the "Selling Shareholders") propose to sell to the Underwriters an aggregate of 4,500,000 common shares (the "Offered Shares") of Neo Performance Materials Inc. (the "Company") (or 48,595 Offered Shares and 4,451,405 Offered Shares, respectively). Upon and subject to the terms and conditions contained in this Agreement (as defined below), the Underwriters hereby severally, on the basis of the percentages set forth in Section 17 of this Agreement and not jointly nor jointly and severally, agree to purchase from the Selling Shareholders, and by its acceptance hereof, the Selling Shareholders agree to sell to the Underwriters, the Offered Shares on the Closing Date (as defined below) at a price of $15.75 per Offered Share for all but not less than all of the Offered Shares (the "Purchase Price"). The offering of the Offered Shares by the Company is hereinafter referred to as the "Offering".

We understand that the Selling Shareholders have agreed to grant the Underwriters an option (the "Over-Allotment Option") to purchase that number of additional common shares of the Company (the "Over-Allotment Shares") up to an additional 15% of the Offering at the Purchase Price for additional gross proceeds of up to $10,631,250, for a period of 30 days following the Closing Date upon the terms and conditions set forth herein. The terms "Offered Shares" and "Offering" include the Over-Allotment Shares that may be issued on the exercise of the Over-Allotment Option, if any. In the event and to the extent the Over-Allotment Option granted to the Underwriters pursuant to this Agreement is exercised by the Underwriters, the Selling Shareholders agree to sell to each of the Underwriters, and each of the Underwriters agrees severally (and not jointly nor jointly and severally) to purchase from the Selling Shareholders the respective percentage of the Over-Allotment Shares, as applicable, set forth opposite the name of such Underwriter in Section 17 of this Agreement, at the Purchase Price.

We also understand that the Company is eligible to file and shall, concurrent with the entering into of this Agreement, file a preliminary short form prospectus (the "Preliminary Prospectus"), pursuant to NP 11-202 (as defined below), electing the Ontario Securities Commission, as principal regulator, and will obtain a decision document issued by the Ontario Securities Commission, as principal regulator, evidencing that a receipt (or deemed receipt) has been issued for the Preliminary Prospectus in each of the Qualifying Jurisdictions (as defined below) on or before January 29, 2020.

The Underwriters also understand that the Company shall prepare and use commercially reasonable efforts to file within the time limits and on the terms set out below a (final) short form prospectus (the "Final Prospectus"), and all other necessary documents in order to qualify the Offered Shares for distribution to the public in each of the Qualifying Jurisdictions.

The Underwriters propose to distribute the Offered Shares, in Canada pursuant to the Final Prospectus. Furthermore, the Underwriters may through the U.S. Affiliates (as defined below) offer and resell the Offered Shares within the United States (as defined below) to Qualified Institutional Buyers (as defined below) pursuant to Rule 144A (as defined below) and applicable exemptions from state securities laws registration requirements, all in accordance with this Agreement and Schedule A (including any exhibits) hereto, provided that no such action on the part of the Underwriters or their U.S. Affiliates shall in any way oblige the Company and/or the Selling Shareholders to register any Offered Shares under the U.S. Securities Act (as defined below) or the securities laws of any state of the United States.

The Underwriters propose to offer the Offered Shares at the Purchase Price. After a reasonable effort has been made to sell all of the Offered Shares at the Purchase Price, the Underwriters may subsequently reduce the selling prices to investors from time to time in order to sell any of the Offered Shares remaining unsold.

In consideration of the Underwriters' services hereunder and in connection with the Offering, the Selling Shareholders agree to pay to the Underwriters a fee equal to 5% in aggregate of the gross proceeds of all Offered Shares sold pursuant to the Offering (the "Underwriting Fee"). The Underwriting Fee shall be due and payable at the Closing Time (as defined below) against payment for the Offered Shares.

DEFINITIONS

In this Agreement:

"affiliate", "associate", "distribution", "material change", "material fact" and "misrepresentation" have the respective meanings given to them in the Securities Act (Ontario);

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

"Applicable Securities Laws" means the Canadian Securities Laws and the U.S. Securities Laws;

"Business Day" means any day, other than a Saturday or Sunday, on which commercial banks in Toronto, Ontario are open for commercial banking business during normal banking hours;

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

"Canadian Securities Regulators" means the applicable securities commission or securities regulatory authority in each of the Qualifying Jurisdictions;

"CFPOA" has the meaning given to it in Section 5(pp);

"Claim" has the meaning given to it in Section 13(4);

"Closing" means the completion of the sale by the Selling Shareholders of the Offered Shares and the purchase by the Underwriters of the Offered Shares pursuant to this Agreement;

"Closing Date" means February 17, 2021 or such other date as the Company, each of the Selling Shareholders and the Underwriters may agree upon in writing;

"Closing Time" means (a) 8:00 a.m. (Toronto Time) on the Closing Date; or (ii) 8:00 a.m. (Toronto Time) on each Over-Allotment Closing Date, as applicable, or (iii) any other time on the Closing Date or any Over-Allotment Closing Date as may be agreed to by the Company and the Lead Underwriter;

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

"Company" has the meaning given to it above;

"Employment Laws" has the meaning given to it in Section 5(ff);

"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 protection, cleanup or restoration of the environment or natural resources, including those relating to the distribution, processing, generation, treatment, storage, disposal, transportation, other handling or release or threatened release of Hazardous Materials;

"FCPA" has the meaning given to it in Section 5(qq);

"Final Prospectus" means the meaning given to it above, and includes all documents incorporated therein by reference;

"Financial Statements" means, collectively, the audited consolidated financial statements of the Company as at and for the years ended December 31, 2019 and December 31, 2018, including the auditors' report thereon and notes in respect thereof; and the unaudited interim condensed consolidated financial statements of the Company for the three month and nine month periods ended September 30, 2020, including the notes in respect thereof;

"Governmental Authority" means any (a) multinational, federal, provincial, state, regional, municipality, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, bureau or agency, domestic or foreign, (b) any subdivision, agent, commission, board, or authority of any of the foregoing, or (c) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, and any stock exchange or self-regulatory authority and, for greater certainty includes the Canadian Securities Regulators and the TSX;

"Hazardous Materials" means any material (including, without limitation, pollutants, contaminants, hazardous or toxic substances or wastes) that is regulated by or may give rise to liability under any Environmental Law;

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

"Indemnified Party" has the meaning given to it in Section 13(1);

"Indemnifier" has the meaning given to it Section 13(4);

"Intellectual Property Rights" has the meaning given to it in Section 5(aa);

"knowledge of the Company" means the actual knowledge of Constantine Karayannopoulos and Rahim Suleman after reasonable inquiry;

"Lead Underwriter" has the meaning given to it above;

"marketing materials" has the meaning given to that term under NI 41-101;

"Material Adverse Effect" means the effect resulting from any change in fact, event or change which has a material adverse effect on the Company's business, affairs, capital, operations, financial condition, prospects, properties or assets, in all cases, considered on a consolidated basis, or any fact, event or change which would result in the Prospectuses containing a misrepresentation;

"Material Contracts" has the meaning given to it in Section 5(bb);

"Material Subsidiaries" means Magnequench Neo Powders Pte. Ltd., Neo Chemicals and Oxides (Europe) Limited, Jiangyin Jia Hua Advanced Material Resources Co., Ltd., Zibo Jia Hua Advanced Material Resources Co., Ltd., Magnequench (Korat) Co., Ltd., Magnequench (Tianjin) Company Limited, NPM Silmet OU, Neo Cayman Holdings Ltd. and Neo Jia Hua Advanced Materials (Zibo) Co. Ltd.;

"MI 11-102" means Multilateral Instrument 11-102 - Passport System adopted by certain of the Canadian Securities Regulators;

"Money Laundering Laws" has the meaning given to it in Section 5(qq);

"NI 41-101" means National Instrument 41-101 - General Prospectus Requirements adopted by the Canadian Securities Regulators;

"NI 44-101" means National Instrument 44-101 – Short Form Prospectus Distributions adopted by the Canadian Securities Regulators;

"NP 11-202" means National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions adopted by the Canadian Securities Regulators;

"notice" has the meaning given to it in Section 24;

"Oaktree" has the meaning given to it in Section 18(2);

"Offered Shares" has the meaning given to it above;

"Offering Jurisdictions" means the Qualifying Jurisdictions and the United States and any other jurisdiction permitted under this Agreement;

"Opinion Subsidiaries" means Magnequench LLC, Magnequench International, LLC, Neo International Corp., Magnequench Limited, Neo Performance Materials Pte. Ltd., Zibo Shijia Trading Co., Ltd. and Xin Bao Investment Limited;

"Over-Allotment Closing Date" means the third Business Day after each notice of exercise of the Over-Allotment Option is delivered to the Selling Shareholders and the Company, or any earlier or later date as may be agreed to in writing by the Selling Shareholders, the Company and the Lead Underwriter, each acting reasonably;

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

"Over-Allotment Shares" has the meaning given to it above;

"Preliminary Prospectus" has the meaning given to it above, and includes all documents incorporated therein by reference;

"Prospectuses" 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;

"Public Record" means all information filed by or on behalf of the Company with the Canadian Securities Regulators, including without limitation, all documents incorporated by reference in the Prospectuses and any other information filed with the Canadian Securities Regulators in compliance or intended compliance with any Canadian Securities Laws;

"Purchase Price" has the meaning given to it above;

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

"Qualifying Jurisdictions" means all of the provinces of Canada, excluding Québec;

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

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

"Sanctions" has the meaning given to it in Section 5(rr);

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

"Selling Firm" has the meaning given to it in Section 3(1);

"Selling Shareholders" has the meaning given to it above;

"Selling Shareholders' Information" means the information and statements relating to the Selling Shareholders contained, and provided by the Selling Shareholders in writing to the Company or the Underwriters for inclusion, in the Prospectuses or U.S. Placement Memorandum or any amendments thereto, and shall be deemed to include only the name of the Selling Shareholders, the number of Common Shares owned by the Selling Shareholders (before and after the Offering), the number of Offered Shares to be sold by the Selling Shareholders and the information about the Selling Shareholders under the heading "Principal Shareholders and Selling Shareholders" in the Prospectuses;

"Subsidiaries" means collectively, Neo Cayman Holdings Ltd., Magnequench, LLC, Neo Chemicals & Oxides (Europe) Ltd., Neo US Holdings, Inc., Neo International Corp., Magnequench Limited, Magnequench Japan, Inc., Neo Performance Materials Korea Inc., NMT Holdings GmbH, Neo Performance Materials ULC, Neo Performance Materials (Singapore) Pte. Ltd., Zibo Jiahua Advanced Material Resources Co., Ltd., Jiangyin Jiahua Advanced Material Resources Co., Ltd., Neo Performance Materials (Beijing) Co., Ltd., Magnequench GmbH, Buss & Buss Spezialmetalle GmbH, Neo Japan, Inc., Neo Rare Metals (Korea) Inc., Magnequench Neo Powders Pte. Ltd., NPM Holdings (US), Inc., Gan Zhou Ke Li Rare Earth New Material, Magnequench International, LLC, NPM Silmet OU, Neo Rare Metals (Utah), LLC, Neo Rare Metals (Oklahoma), LLC, Neo Magnequench Distribution, LLC, Neo Chemicals & Oxides, LLC, Shanxi Jia Hua Galaxy Electronic Materials Co., Ltd., Xin Bao Investment Limited, Magnequench (Tianjin) Company Limited, Magnequench International Trading (Tianjin) Co., Ltd., Zibo Jia Xin Magnetic Materials Ltd., Magnequench (Korat) Co., Ltd. Magnequench Magnetic (Chu Zhou) Co., Ltd., Neo Water Treatment, LLC, Neo Jia Hua Advanced Materials (Zibo) Co., Ltd., and Zibo Shijia Trading Co., Ltd.;

"TSX" means the Toronto Stock Exchange;

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

"Underwriters' Expenses" has the meaning given to it in Section 16;

"Underwriting Fee" has the meaning given to it above;

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

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

"U.S. Placement Memorandum" means the preliminary and final U.S. private placement memorandum (which shall include the Preliminary Prospectus and Final Prospectus, respectively) used to make offers and sales of Offered Shares in the United States to Qualified Institutional Buyers pursuant to Rule 144A;

"U.S. Exchange Act" means the United States Securities Exchange Act of 1934; as amended;

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

"U.S. Securities Laws" means all applicable securities laws of the United States, including without limitation, the U.S. Securities Act, the U.S. Exchange Act, and the rules and regulations promulgated thereunder, and any applicable state securities laws.

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.

TERMS AND CONDITIONS

Section 1 Filing of the Prospectuses

(1) The Company has prepared and, concurrently with the entering into of this Agreement, will file the Preliminary Prospectus under Canadian Securities Laws, and shall have obtained a decision document evidencing the receipt (and deemed receipt) therefor from the Canadian Securities Regulators in each of the Qualifying Jurisdictions pursuant to NP 11-202 by no later than 5:00 p.m. (Toronto time) on January 29, 2021.
(2) The Company shall prepare and use its commercially reasonable efforts to file the Final Prospectus under Canadian Securities Laws, and shall obtain a receipt (or deemed receipt) therefor from the Canadian Securities Regulators in each of the Qualifying Jurisdictions pursuant to NP 11-202 by 5:00 p.m. (Toronto time) on or before February 10, 2021, and shall have filed such other documents relating to the distribution in Canada of the Offered Shares, and shall have taken all other steps and proceedings that may be necessary to be taken by the Company in order to qualify the Offered Shares for distribution in each of the Qualifying Jurisdictions by the Underwriters under Canadian Securities Laws by 5:00 p.m. (Toronto time) on such date.

Section 2 Due Diligence

Prior to the Closing Time, and, if applicable, prior to the filing or delivery of any Prospectus Amendment, the Underwriters and their legal counsel will be provided with timely access to all information required to permit them to conduct a full due diligence investigation of the Company and its business operations, properties, assets, affairs, prospects and financial condition. In particular, the Underwriters shall be permitted to conduct all due diligence that they may reasonably require in order to fulfil their obligations under Canadian Securities Laws, and in that regard, the Company will make available to the Underwriters and their legal counsel, on a timely basis, all corporate and operating records, contracts, financial information, transaction record books, current budgets, current forecasts, reports, key officers, as applicable, and other relevant documentation or information necessary in order to complete the due diligence investigation of the Company, and its business operations, properties, assets, affairs, prospects and financial condition for this purpose, and without limiting the scope of the due diligence inquiries the Underwriters may conduct, to participate in one or more due diligence sessions to be held prior to the Closing Time at which management of the Company, the Company's auditor and the legal counsel of the Company shall participate. It shall be a condition precedent to: (a) the Underwriters' execution of any certificate in the Prospectuses or Prospectus Amendment that the Underwriters be satisfied as to the form and substance of the document; and (b) the delivery of each U.S. Placement Memorandum to any purchaser or prospective purchaser that the Underwriters and their U.S. Affiliates be satisfied as to the form and substance of such document.

Section 3 Distribution and Certain Obligations of the Underwriters

(1) The Underwriters shall, and shall require any investment dealer or broker, other than the Underwriters, with which the Underwriters have a contractual relationship in respect of the distribution of the Offered Shares (a "Selling Firm"), to comply with Canadian Securities Laws in connection with the distribution of the Offered Shares and shall offer the Offered Shares for sale in Canada to the public directly and through Selling Firms upon the terms and conditions set out in the Prospectuses and this Agreement. The Underwriters shall, and shall require any Selling Firm to, offer for sale to the public in Canada and sell the Offered Shares only in those jurisdictions where they may be lawfully offered for sale or sold.

(2) The Underwriters shall, and shall require any Selling Firm to agree to, distribute the Offered Shares in a manner which complies with and observe all applicable laws and regulations (including Rule 144A, Regulation S, and applicable exemptions from the registration requirements of the securities laws of any state of the United States) in each jurisdiction into and from which they may offer to sell the Offered Shares or distribute the Prospectuses or any Prospectus Amendment in connection with the distribution of the Offered Shares (including those set forth in Schedule A to this Agreement and any exhibits thereto) and will not, directly or indirectly, offer, sell or deliver any Offered Shares or deliver the Prospectuses or any Prospectus Amendment to any person in any jurisdiction other than in the Qualifying Jurisdictions where a receipt or similar document for the Prospectuses shall have been obtained from the applicable securities commission following the filing of the Prospectuses, except in a manner which will not require the Company to comply with the registration, prospectus, filing, continuous disclosure or other similar requirements under the applicable securities laws of such other jurisdictions.
(3) The Company, the Selling Shareholders and the Underwriters agree that Schedule A to this Agreement (and any exhibits thereto), entitled "Compliance with United States Securities Laws" is incorporated by reference in and shall form part of this Agreement.
(4) During the distribution of the Offered Shares:
- (a) the Company shall prepare, in consultation with the Lead Underwriter, any marketing materials (including any template version thereof) to be provided to potential investors in the Offered Shares, and approve in writing (which approval may be provided by e-mail) any such marketing materials (including any template version thereof), as may reasonably be requested by the Underwriters, such marketing materials to comply with Canadian Securities Laws and to be acceptable in form and substance to the Underwriters and their counsel, acting reasonably;
- (b) the Lead Underwriter shall, on behalf of the Underwriters, approve in writing (which approval may be provided by e-mail) any such marketing materials (including any template version thereof), as contemplated by Canadian Securities Laws, prior to any marketing materials being provided to potential investors in the Offered Shares and filed with the Canadian Securities Regulators; and
- (c) the Company shall, to the extent required by Canadian Securities Laws: (i) file any such marketing materials (including any template version thereof) with the Canadian Securities Regulators as soon as reasonably practicable after such marketing materials are so approved in writing by the Company and the Lead Underwriter, on behalf of the Underwriters, and in any event on or before the day the marketing materials are first provided to any potential investor in the Offered Shares; and (ii) remove or redact any comparables from any template version so filed, in compliance with NI 44-101, prior to filing such template version with the Canadian Securities Regulators (provided that a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators in compliance with NI 44-101 by the Company, and a copy thereof provided to the Underwriters as soon as practicable following such filing).
(5) The Company, each of the Selling Shareholders and each Underwriter agree, during the distribution of the Offered Shares, not to provide any potential investors in the Offered Shares with any materials or information in relation to the distribution of the Offered Shares or the Company other than: (a) marketing materials that have been approved and filed in accordance with this Section 3; (b) any standard term sheets (provided they are in compliance with Canadian Securities Laws); and (c) the Prospectuses or U.S. Placement Memorandum.
(6) Notwithstanding Section 3(4) and Section 3(5), following the approval and filing of any template version of any marketing materials in accordance with Section 3(4), the Underwriters may provide a limited-use version of such marketing materials to potential investors in the Offered Shares in accordance with Canadian Securities Laws.
(7) The obligations of the Underwriters under this Section 3 are separate and several and not joint or joint and several. No Underwriter will be liable for any act, omission, default or conduct by any other Underwriter (or such other Underwriter's U.S. Affiliate) or any Selling Firm appointed by any other Underwriter.
(8) The Underwriters shall after the Closing Time:
- (a) use their best efforts to complete distribution of the Offered Shares as promptly as possible; and
- (b) give prompt written notice to the Company when, in the opinion of the Underwriters, they have completed distribution of the Offered Shares, including the total proceeds realized in each of the Qualifying Jurisdictions and any other jurisdiction from such distribution.

Section 4 Delivery of Prospectuses and Related Matters

(1) The Company shall deliver without charge to the Underwriters, as soon as practicable and in any event within one (1) Business Day for deliveries within Toronto, Ontario and two (2) Business Days for deliveries outside of Toronto, Ontario of the date of the receipt (or deemed receipt) of the Preliminary Prospectus or the Final Prospectus (as the case may be), and thereafter from time to time during the distribution of the Offered Shares, in such cities in the Offering Jurisdictions as the Underwriters shall notify the Company, as many commercial copies of the Preliminary Prospectus, the Final Prospectus and each related U.S. Placement Memorandum, respectively, as the Underwriters may request for the purposes contemplated by the Applicable Securities Laws. The Company will similarly cause to be delivered to the Underwriters, in such cities in the Offering Jurisdictions as the Underwriters may request commercial copies of any Prospectus Amendments required or intended to be delivered to purchasers or prospective purchasers of the Offered Shares.
(2) Each delivery of the Prospectuses, each U.S. Placement Memorandum or any Prospectus Amendment will have constituted and will constitute the Company's consent to the use of the Prospectuses, each U.S. Placement Memorandum and any Prospectus Amendment by the Underwriters, the U.S. Affiliates and the Selling Firms for the distribution of the Offered Shares in the Offering Jurisdictions in compliance with the provisions of this Agreement.
(3) Each delivery of the Prospectuses and any Prospectus Amendment to the Underwriters by, or on behalf of, the Company, will constitute the representation and warranty of the Company to the Underwriters that (except for the Selling Shareholders' Information or information and statements relating solely to Underwriters and furnished by them specifically for use in the Prospectuses), at the respective times of delivery:
(a) all information and statements contained therein are true and correct in all material respects and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Company and the Offered Shares, as required by Canadian Securities Laws;
(b) no material fact or information has been omitted from such document which is required to be stated therein or is necessary to make the statements or information contained therein not misleading in light of the circumstances in which they were made; and
(c) such document fully complies with the requirements of Canadian Securities Laws pursuant to which it was filed.
(4) Each delivery of the U.S. Placement Memorandum and any Prospectus Amendment to the Underwriters by the Company will constitute the representation and warranty of the Company to the Underwriters and the U.S. Affiliates that (except for the Selling Shareholders' Information and information and statements relating solely to the Underwriters and the U.S. Affiliates and furnished by them specifically for use in the U.S. Placement Memorandum) at the respective times of delivery, such U.S. Placement Memorandum or Prospectus Amendment being delivered does not contain an untrue statement of a material fact or omit to state a material fact that is required to be stated or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(5) The Company will also deliver to the Underwriters without charge contemporaneously with, or prior to, the filing of the Final Prospectus:
- (a) a copy of the Final Prospectus, manually signed on behalf of the Company by the required persons and in the form required by Canadian Securities Laws, including copies of any documents incorporated by reference therein which have not previously been delivered to the Underwriters (provided that any documents incorporated by reference therein which are publicly available on SEDAR shall be deemed to be delivered to the Underwriters);
- (b) a copy of any other document required to be filed with, or delivered to, the Canadian Securities Regulators by the Company under the Canadian Securities Laws; and
- (c) 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 within two Business Days of the date of the Final Prospectus), addressed to the Underwriters, in form and substance satisfactory to the Underwriters, with respect to certain financial and accounting information relating to the Company in the Final Prospectus, which letter shall be in addition to the auditors' comfort letters addressed to the Canadian Securities Regulators.
(6) In the event that the Company is required by Canadian Securities Laws to prepare and file a Prospectus Amendment, the Company shall prepare and deliver promptly to the Underwriters signed and certified copies of such Prospectus Amendment. Any Prospectus Amendment shall be in form and substance satisfactory to the Underwriters and each of the Selling Shareholders. Concurrently with the delivery of any Prospectus Amendment, the Company shall deliver to the Underwriters, with respect to such Prospectus Amendment, documents similar to those referred to in Section 4(5).

Section 5 Representations and Warranties of the Company

The Company represents and warrants to each of the Underwriters that, and acknowledges that the Underwriters are relying upon such representations and warranties in purchasing the Offered Shares:

(a) the Company is a corporation existing under the laws of Ontario and is properly registered under the laws of all jurisdictions in which its business is carried on except where the failure to be so registered would not result in a Material Adverse Effect;
(b) each Subsidiary is duly incorporated and validly existing under the laws of its jurisdiction of incorporation. The Company has no Subsidiaries that are material other than the Material Subsidiaries, and except as otherwise disclosed in and to be disclosed in the Prospectuses, the Company is the direct or indirect registered and beneficial owner of all of the issued and outstanding shares of the Material Subsidiaries, in each case, free and clear of all encumbrances or adverse interests whatsoever, and no person has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option for the purchase from the Company or the Material Subsidiaries of any of the share or other securities of the Material Subsidiaries;
(c) the Company has the requisite corporate power, authority and capacity to enter into this Agreement and to perform the transactions contemplated herein and each of the Company and the Subsidiaries has the requisite corporate power, authority and capacity to own, lease and to operate its property and assets including licenses or other similar rights and to carry on the business as currently carried on or as currently proposed to be carried on;
(d) the Company has authorized share capital consisting of an unlimited number of preferred shares without nominal or par value, issuable in series and an unlimited number of Common Shares, without nominal or par value, of which 37,480,806 Common Shares are currently issued and outstanding. No person, firm or company has any agreement or option, or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase from the Company of any unissued shares of the Company, except as otherwise referred to and to be referred to in the Prospectuses;
(e) the Financial Statements present fairly in all material respects the financial condition, results of operations and cash flows of the Company on a consolidated basis as of the dates and for the periods indicated, comply in all material respects with the applicable accounting requirements of applicable Canadian Securities Laws and have been prepared in accordance with IFRS;
(f) there has not been any material adverse change in the capital, assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of the Company and its Subsidiaries, taken as a whole, from the position set forth in the Financial Statements as at and for the nine months ended September 30, 2020;
(g) the description of the assets and liabilities of the Company and its Subsidiaries, taken as a whole, set forth in the Financial Statements fairly presents, in accordance with IFRS consistently applied, the financial position and condition of the Company and its Subsidiaries, taken as a whole, as at the date thereof and reflects all material liabilities (absolute, accrued, contingent or otherwise) of the Company and its Subsidiaries, as at the dates thereof, in accordance with IFRS;
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(h) the Company is not in breach or default of, and the execution and delivery of this Agreement and the performance by the Company of its obligations under this Agreement will not result in any breach or violation of, or be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time, or both, would constitute a default under any term or provision of the constating documents or by-laws of the Company or any resolution of the directors or shareholders of the Company or any material contract, mortgage, note, indenture, joint venture or partnership arrangement, agreement (written or oral), instrument, lease, judgment, decree, order, statute, rule, license or regulation applicable to the Company;
(i) no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Authority is required of the Company in connection with the execution, delivery or performance by the Company of this Agreement except such as have been obtained under applicable Canadian Securities Laws;
(j) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited 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;
(k) the Offered Shares have been duly and validly issued as fully paid and non-assessable shares of the Company;
(l) no securities commission, stock exchange or comparable authority has issued any order preventing or suspending the use or effectiveness of the Preliminary Prospectus, the Final Prospectus, or any Prospectus Amendment or preventing the distribution of the Offered Shares, in any Qualifying Jurisdiction nor instituted proceedings for that purpose and, to the knowledge of the Company, no such proceedings are pending or contemplated;
(m) except as disclosed and to be disclosed in the Prospectuses, there are no actions, suits, proceedings or inquiries pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries at law or in equity or before or by any federal, provincial, state, territorial, municipal or other governmental department, commission, board, bureau, agency or instrumentality which would result in a Material Adverse Effect; there is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of the Company, threatened against or relating to the Company or any of its Subsidiaries before any Governmental Authority, except for the possible liquidation or wind-up of certain immaterial Subsidiaries, none of which are Material Subsidiaries; and none of the Company or any of its Subsidiaries nor any of the respective properties or assets is subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict the right or ability of the Company or such Subsidiary to conduct its respective business in all material respects as it has been carried on prior to the date hereof, except to the extent any such matter would not have a Material Adverse Effect;
(n) no person, firm or Company has (or will have at the Closing Time) any agreement or option, or right or privilege (whether pre-emptive or contractual) capable of becoming an

agreement or option, for the purchase from the Company of any unissued equity securities of the Company, except as described and to be described in the Prospectuses;

(o) (A) none of the officers or employees of the Company or the Subsidiaries, (B) no person who owns, directly or indirectly, more than 10% of any class of securities of the Company or securities of any person exchangeable, convertible or exercisable for more than 10% of any class of securities of the Company, and (C) to the knowledge of the Company, no associate or Affiliate of any of the foregoing, had or has any material interest, direct or indirect, in any transaction or any proposed transaction with the Company or the Subsidiaries, except as disclosed in and to be disclosed in the Prospectuses;
(p) the Company has not made any payment or loan to, or borrowed any moneys from nor is otherwise indebted to, any director, employee, shareholder or any person not dealing at arm's length (within the meaning of the Income Tax Act (Canada) or any Affiliate (as this term is defined in the Business Corporation Act (Ontario)) of any of the foregoing, except as disclosed in and to be disclosed in the Prospectuses;
(q) except as disclosed and to be disclosed in the Prospectuses, there are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of the Company with unconsolidated entities or other persons that may have a Material Adverse Effect on the financial condition, changes in financial conditions, results of operations, earnings, cash flow, liquidity, capital expenditures, capital resources or significant components of revenue or expenses of the Company and the Subsidiaries, taken as a whole, or that would reasonably be expected to be material to an investor in making a decision to purchase the Offered Shares;
(r) except as disclosed and to be disclosed in the Prospectuses, the Company has no outstanding indebtedness or liabilities and is not a party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the obligations, liabilities or indebtedness of any person, in each case that would not individually or in the aggregate, have a Material Adverse Effect;
(s) the information and statements set forth in the Public Record were true, correct and complete and did not contain any misrepresentation as of the date of such information or statements;
(t) the Company is a "reporting issuer" or has equivalent status within the meaning of Canadian Securities Laws in each of the Qualifying Jurisdictions and the Company has not received any correspondence or notice from a Canadian Securities Regulator concerning a review of any of the Company's continuous disclosure documents in respect of which any matters remain outstanding; the Company complies, in all material respects, with the provisions of National Instrument 52-109 – Certification of Disclosure in Issuer's Annual and Interim Filings; the responsibilities and composition of the Company's audit committee comply with National Instrument 52-110 – Audit Committees; no delisting, suspension of trading in or cease trading order with respect to any securities of the Company and, to the knowledge of the Company, no inquiry or investigation (formal or informal) of any Canadian Securities Regulator or the TSX is in effect or ongoing or, to the knowledge of the Company, expected to be implemented or undertaken with respect to the foregoing;
(u) KPMG LLP is or was (at the relevant time(s), as applicable) independent with respect to the Company within the meaning of the applicable Canadian Securities Laws, and there has not been any disagreement (within the meaning of Section 4.11(1) of National Instrument 51-102 - Continuous Disclosure Obligations of the Canadian Securities Regulators) between the Company and KPMG LLP;
(v) each of the Company and the Subsidiaries maintains a system of internal control over financial reporting which is designed to be effective in providing reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and National Instrument 52-109- Certification of Disclosure in Issuers' Annual and Interim Filings. The Company and its Subsidiaries will maintain a system of internal accounting controls designed to be sufficient to provide reasonable assurance that: (A) transactions are executed in accordance with management's general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS to maintain accountability for assets; (C) access to assets is permitted only in accordance with management's general or specific authorization; and (D) the recorded carrying value for assets is compared with the recoverable value for assets at reasonable intervals and appropriate action is taken with respect to any differences;
(w) (A) the Company and each of the Subsidiaries has duly and in a timely manner filed all returns, elections and designations relating to taxes which are required to be filed by it with any Governmental Authority; (B) all of such returns, elections and designations have been prepared and made in accordance with applicable law and have completely and correctly reported all income and expenses and other amounts and information required to be reported thereon; (C) the Company and each of the Subsidiaries has duly and timely paid all taxes, including all installments on account of taxes for the current year, that are due and payable prior to the date hereof, other than those which are being contested in good faith and in respect of which adequate reserves have been provided in the Financial Statements contained and to be contained in the Prospectuses. Provision has been made in such Financial Statements for amounts at least equal to the amount of all taxes owing by the Company and the Subsidiaries that are not yet due and payable and that relate to periods ending on or prior to the Closing. Neither the Company nor any Subsidiary has requested any extension of time within which to file any tax return, which tax return has not since been filed. The Company and the Subsidiaries have not received any refund of taxes to which it is not entitled; (D) there are no actions, suits, proceedings, investigations or claims pending or threatened against the Company or the Subsidiaries in respect of taxes, or any matters under discussion with any Governmental Authority relating to taxes asserted by any such authority, other than matters under discussion with any Governmental Authority relating to taxes for which appropriate provision has been made in the Financial Statements, in accordance with IFRS; (E) neither the Company nor any Subsidiary has executed any outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any taxes or tax returns. There are no liens for taxes upon any asset of the Company or the Subsidiaries; and (F) all taxes and other contributions that the Company or the Subsidiaries are required by law to withhold, collect or remit including, without limitation, for employee income tax, unemployment insurance, sales tax, goods and services tax, revenue taxes and non-resident withholding tax, have been duly withheld or collected and will be duly withheld or collected up until Closing Time, and have been paid or will in a timely manner be paid over to the proper Governmental Authority or held by them or on behalf of them;
(x) the Company and each of the Subsidiaries has conducted and is conducting its business in compliance with all applicable laws, rules and regulations of each jurisdiction in which it carries on business including, without limitation, all applicable Canadian federal, provincial, municipal and local laws and regulations and other lawful requirements of any governmental or regulatory body and is in good standing as a foreign company or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not reasonably be expected to result in a Material Adverse Effect on the business or operations of the Company and the Subsidiaries, taken as a whole;
(y) except as disclosed in and as will be disclosed in the Prospectuses, the Company and each of the Subsidiaries holds in good standing all material permits, licenses, registrations and qualifications, necessary for the conduct of its business as presently conducted, except where the failure to hold any such permit, license, permit, registration or qualification would not individually or in the aggregate result in a Material Adverse Effect. The Company is in compliance, in all material respects, with each license and permit held by it and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination of any such permit or license or has resulted, or after notice or lapse of time would result, in any other material impairment of the rights of the holder of any such permit or license;
(z) except as disclosed in and as will be disclosed in the Prospectuses, the Company and each of the Subsidiaries and their properties, assets and operations are in material compliance with, and hold all material permits, authorizations and approvals which the Company and the Subsidiaries are required to hold under Environmental Laws; there are no past, present or reasonably anticipated future events, conditions, circumstances, activities, practices, actions, omissions or plans that could reasonably be expected to give rise to any material costs or liabilities to the Company or the Subsidiaries, or to interfere with or prevent compliance by the Company or the Subsidiaries with, Environmental Laws; neither the Company nor any of the Subsidiaries: (A) is the subject of any investigation; (B) has received any notice or claim; (C) is a party to or affected by any pending or, to the knowledge of the Company, threatened action, suit or proceeding; (D) is bound by any judgment, decree or order; or (E) is a party to any agreement; in each case relating to any alleged violation of any Environmental Law or any actual or alleged release or threatened release or cleanup at any location of any Hazardous Materials;
(aa) except as described in and to be described in the Prospectuses: (A) the Company and the Subsidiaries own all right, title and interest in and to, or have validly licensed (and are not in material breach of such licenses) or have the right to use pursuant to licenses, the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information that are material to the conduct of the business, as presently conducted, of the Company and the Subsidiaries (collectively, the "Intellectual Property Rights"); (ii) all such Intellectual Property Rights that are owned by or licensed to the Company and the Subsidiaries are sufficient, in all material respects, for conducting the business, as presently conducted, of the Company and the Subsidiaries; (iii) all Intellectual Property Rights owned or licensed by the Company and the Subsidiaries are valid and enforceable, and the carrying on of the business of the Company and the Subsidiaries and the use by the Company and the Subsidiaries of the Intellectual Property Rights or Technology owned by or licensed to them does not breach, violate, infringe or interference with any rights of any other person, except where any

alleged breach, violation, infringement or interference would not individually or in the aggregate result in a Material Adverse Effect; and (iv) all computer hardware and associated firmware and operating systems, application software, database engines and processed data, technology infrastructure and other computer systems used in connection with the conduct of the business, as presently conducted, of the Company and the Subsidiaries (collectively, the "Technology") are sufficient, in all material respects, for conducting the business, as presently conducted, of the Company and the Subsidiaries;

(bb) all of the material contracts and agreements of the Company and its Subsidiaries not made in the ordinary course of business (collectively the "Material Contracts") required to be disclosed under Canadian Securities Laws have been disclosed and will be disclosed in the Prospectuses or in the Public Record. Neither the Company nor any Subsidiary has received any notification from any party claiming that the Company or such Subsidiary is in breach or default under any Material Contract;
(cc) the Company has not knowingly withheld from the Underwriters any material facts relating to the Company, the Subsidiaries or the Offering, and the information supplied by the Company to the Underwriters and their counsel in connection with the due diligence conducted by them including information provided at due diligence sessions, was true and accurate in all material respects and not misleading. The Company has not withheld from the Underwriters any adverse material facts known to the Company relating to the Company or the Offering;
(dd) the corporate records and minute books for each of the Company and each of the Subsidiaries which have been made available to the Underwriters and their counsel for review contain, in all material respects, complete and accurate minutes of all meetings of the directors and shareholders of the Company and the Subsidiaries held since incorporation, other than those which are not material in the context of such entities, as applicable;
(ee) the Company maintains policies of insurance that are reasonable, prudent and appropriate for the size and nature of the business of the Company, and such policies are in full force and effect as of the date hereof;
(ff) except as otherwise disclosed in and to be disclosed in the Prospectus, the Company and each of the Subsidiaries is in material compliance with all the provisions of all federal, provincial, local and foreign laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours (collectively, "Employment Laws"), except where any such non-compliance would not reasonably be expected to result in a Material Adverse Effect; (B) to the knowledge of the Company, there is no pending investigation, inquiry or claim involving the Company or the Subsidiaries by or before any Governmental Authority or body of any province of Canada or any other country responsible for the enforcement of any Employment Law; (C) no collective labour dispute, grievance, arbitration or legal proceeding is ongoing, pending or, to the knowledge of the Company, threatened; and (D) no union has been accredited or otherwise designated to represent any employees of the Company or the Subsidiaries;
(gg) except as otherwise disclosed in and to be disclosed in the Prospectuses, the Company has no pension, retirement or similar plans relating to the current or former employees, officers or directors of the Company or the Subsidiaries, whether written or oral;
(hh) there are no reports or information that in accordance with the requirements of the Canadian Securities Regulators must be made publicly available or filed in connection with the offering of the Offered Shares that have not been made publicly available as required;
(ii) no Canadian Securities Regulatory or similar regulatory authority or the TSX has issued any order which is currently outstanding preventing or suspending trading in any securities of the Company, no such proceeding is, to the knowledge of the Company, pending, contemplated or threatened and the Company is not in material default of any requirement of Canadian Securities Laws; since January 1, 2020, the Company has filed with (or furnished to, as applicable) all applicable Canadian Securities Regulators, the TSX and all applicable self-regulatory authorities a true and complete copy of all of the Public Record and at the time filed or, if amended, as of the date of such amendment, the Public Record (i) did not contain any misrepresentation and did 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, and (ii) complied in all material respects with the requirements of applicable securities legislation and the rules, policies and instruments of all Canadian Securities Regulators having jurisdiction over the Company, except where such non-compliance has not had or would not reasonably be expected to have a Material Adverse Effect; the Company has not filed any confidential material change or other report or other document with any Canadian Securities Regulator, the TSX or other self-regulatory authority which at the date hereof remains confidential; and no Subsidiary is required to file any reports or other documents with (or furnish such reports or other documents to) any of the Canadian Securities Regulators or the TSX;
(jj) the issued and outstanding Common Shares are listed and posted for trading on the TSX;
(kk) except as disclosed in the Prospectuses, the Company has not completed any "significant acquisition" or "significant disposition" (as such terms are used in NI 44-101) that would require the inclusion of any additional financial statements or pro forma financial statements in the Prospectuses, pursuant to Canadian Securities Laws, and no proposed acquisition by the Company has progressed to a state where a reasonable person would believe that the likelihood of the Company completing the acquisition is high and that: (i) if completed by the Company at the date of the Preliminary Prospectuses, 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 for the purposes of Canadian Securities Laws;
(ll) all forward-looking information and statements of the Company and its Subsidiaries contained in the Public Record and the Prospectuses, including any forecasts and estimates, expressions of opinion, intention and expectation have been based on assumptions that were reasonable in the circumstances at the time they were made, and the Company has updated such forward-looking information and statements if and as required by and in compliance with Canadian Securities Laws;
(mm) except for the Underwriters as provided herein (or any Selling Firm acting on their behalf), there is no person acting for the Company entitled to any brokerage or finder's fee in connection with this Agreement or any of the transactions contemplated hereunder;
(nn) Computershare Trust Company of Canada at its principal office in the City of Toronto, Ontario has been duly appointed as the registrar and transfer agent in Canada in respect of the Common Shares;
(oo) neither the Company nor the Subsidiaries, nor to the knowledge of the Company, any employee or agent of the Company or the Subsidiaries, has made any unlawful contribution or other payment to any official of, or candidate for, any Canadian or United States federal, state, provincial or municipal office or any similar office of any other country, or failed to disclose fully any contribution, in violation of any law, or made any payment to any federal, provincial, state or municipal governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by applicable laws;
(pp) neither the Company nor the Subsidiaries or, to the knowledge of the Company, nor any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or the Subsidiaries has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the "FCPA") or the Corruption of Foreign Public Officials Act (Canada), as amended (the "CFPOA"), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money , or other property, gift, promise to give, or authorization of the giving of anything of value to any "foreign official" (as such term is defined in the FCPA), or any "foreign public official" (as such term is defined in the CFPOA), or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA, and the Company and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and the CFPOA;
(qq) the operations of the Company and the Subsidiaries are, and have been conducted at all times, in compliance with all material applicable financial recordkeeping and reporting requirements of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar applicable rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the "Money Laundering Laws") and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or the Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened;
(rr) none of the Company, any of its Subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its Subsidiaries, (A) is currently subject to any sanctions administered or enforced by the United States (including any sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), Canada (including sanctions administered or enforced by the Office of the Superintendent of Financial Institutions or other relevant sanctions authority) (collectively, "Sanctions"), or (B) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory;
(ss) the filing by the Company of any signed Prospectus Amendment or material change report required to be filed under the Canadian Securities Laws will constitute a representation and warranty by the Company to each of the Underwriters that all the information and statements contained therein are true and correct and that no material information has been omitted therefrom which is necessary to make the statements contained therein not misleading; and
(tt) except as mandated by or in conformity with the recommendations of a Governmental Authority, and except as disclosed in and to be disclosed in the Prospectuses, there has been no closure or suspension of operations or material reduction in workforce productivity of the Company or its Subsidiaries as a result of the COVID-19 pandemic. The Company and its Subsidiaries have been monitoring the COVID-19 pandemic and the present and potential impacts at all of its operations and has put appropriate control measures, limitations, restrictions and procedures in place with the objective of ensuring the wellness of all of its employees and surrounding communities where the Company and its Subsidiaries operate while continuing to operate.

Section 6 Representations and Warranties of the Selling Shareholders

Each of the Selling Shareholders represents and warrants to each of the Underwriters and acknowledges that the Underwriters are relying upon such representations and warranties in purchasing the Offered Shares that:

(a) it is a "société à responsabilité limitée" (or a private limited liability company) existing under the laws of the Duchy of Luxembourg and has the requisite power, authority and capacity to own, lease and operate its properties and assets;
(b) it has the requisite power and authority and capacity to execute and deliver this Agreement and to perform their respective obligations hereunder;
(c) this Agreement and the performance by the Selling Shareholder of its obligations hereunder have been duly authorized by all necessary action and this Agreement has been duly executed and delivered by it and constitutes a legal, valid and binding obligation of the Selling Shareholder, enforceable against it in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by the application of equitable principles when equitable remedies are sought and subject to the fact that rights of indemnity and contribution may be limited by applicable law;
(d) it is and will be until immediately prior to the Closing, the sole legal and beneficial owner of the applicable number of Offered Shares set out on the first page of this Agreement with good and marketable title thereto, free and clear of any and all liens; and it has the sole right to sell, assign, transfer and otherwise dispose of, and vote, the applicable number of Offered Shares. No person (other than the Underwriters) has any agreement or option, or any right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Selling Shareholder of any of the Offered Shares;
(e) other than as may be required under Canadian Securities Laws and as has been or will have been obtained on or prior to the Closing Date, no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Authority is

required of the Selling Shareholder in connection with (i) the execution and delivery by the Selling Shareholder of this Agreement and (ii) the performance by the Selling Shareholder of its obligations under this Agreement;

(f) except as would not have a Material Adverse Effect on the Company, or on the ability of the Selling Shareholder to perform its obligations under this Agreement, the execution and delivery by the Selling Shareholder of this Agreement and the performance by the Selling Shareholder of its obligations hereunder: (i) will not result in any breach or violation of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under: (A) any term or provision of its constitutional documents or any resolution of the Selling Shareholder's board of directors, shareholders, equity holders or partners, or (B) any contract, mortgage, note, indenture, joint venture or partnership arrangement, agreement (written or oral), instrument, lease, judgment, decree, order, statute, rule, license, law or regulation applicable to the Selling Shareholder or by which it is bound, and (ii) will not give rise to any lien in or with respect to the properties or assets now owned or hereafter acquired by it or the acceleration or the maturity of any debt under any indenture, mortgage, lease, agreement or instrument binding or affecting it or any of its properties or assets;
(g) 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 knowledge of the Selling Shareholder, threatened (and the Selling Shareholder does not know of any basis therefor) against or affecting the Selling Shareholder in relation to the Offered Shares and to the knowledge of the Selling Shareholder 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;
(h) the Prospectuses, as at their respective times of filing did and will not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Selling Shareholders' representation under this Section 6 shall only apply to any untrue statement of a material fact or omission to state a material fact made in reliance upon and in conformity with any Selling Shareholders Information relating to the Selling Shareholder;
(i) none of the Selling Shareholder or, to the knowledge of the Selling Shareholder, any director, officer, agent, employee, affiliate or other person acting on behalf of the Selling Shareholder, is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPA and the Selling Shareholder and, to the knowledge of the Selling Shareholder, any of its affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith;
(j) the operations of the Selling Shareholder are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Money Laundering Laws; and no action, suit or proceeding by or before any such arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency involving the Selling Shareholder or any of its respective subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Selling Shareholder, threatened;
(k) none of the Selling Shareholder or, to the knowledge of the Selling Shareholder any director, officer, agent, employee, affiliate or other person acting on behalf of the Selling Shareholder, (A) is currently subject to any Sanctions, (B) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory, or (C) will, 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 individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the Offering, whether as underwriter, advisor, investor or otherwise);
(l) the Selling Shareholder has not solicited offers to purchase any Offered Shares or sell any Offered Shares to, any person, except in a manner that is exempt from registration and prospectus requirements under applicable securities laws;
(m) the Selling Shareholder did not determine to dispose of any Offered Shares on the basis of a material fact or material change with respect to the Company actually known to it that has not been publicly disclosed or which is not disclosed in the Prospectuses, and the Selling Shareholder is not aware of such a material fact or material change; and
(n) other than as contemplated hereby, there is no person acting at the request of the Selling Shareholder who is entitled to any commission, finder's fee, advisory fee, underwriting fee or agency fee in connection with or as a result of the sale of the Offered Shares.

Section 7 Material Changes During the Distribution of the Offered Shares

(1) The Company will immediately inform the Underwriters at first orally, and then in writing, during the period prior to the completion of the distribution of the Offered Shares of the full particulars of:
- (a) any material change (whether actual, anticipated, threatened, contemplated) in the business, affairs, operations, assets, liabilities (contingent or otherwise), capital or ownership of the Company, in each case on a consolidated basis (other than a change disclosed in and to be disclosed in the Prospectuses); or
- (b) any material fact (whether actual, anticipated, threatened, contemplated, or proposed) that has arisen or would have been required to have been stated in and to be stated in any of the Prospectuses, U.S. Placement Memorandum or any Prospectus Amendment had that fact arisen or been discovered on, or prior to, the date of such documents, as the case may be; or
- (c) any change (whether actual, anticipated, threatened, contemplated, or proposed by, to, or against) in any material fact or any misstatement of any material fact contained or incorporated by reference in and to be contained in or to be incorporated by reference in any of the Prospectuses, U.S. Placement Memorandum or any Prospectus Amendment, or the coming into existence of any new material fact,

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

(d) to render any of the Prospectuses, U.S. Placement Memorandum or any Prospectus Amendment, as they exist taken together in their entirety immediately prior to such change or material fact, misleading or untrue in any material respect or could result in any of such documents, as they exist taken together in their entirety immediately prior to such change or material fact, containing a misrepresentation; or

(e) could result in any of the Prospectuses, U.S. Placement Memorandum or any Prospectus Amendment, as they exist taken together in their entirety immediately prior to such change or material fact, not complying with any Applicable Securities Laws; or
(f) to constitute a Material Adverse Effect as it relates to the Company.
(2) The Company shall comply with Part 6 of National Instrument 41-101 and with the comparable provisions of Canadian Securities Laws, and the Company will prepare and will file or deliver promptly at the request of the Underwriters, any Prospectus Amendment, which, in the opinion of the Underwriters and their counsel, acting reasonably, may be necessary, and will, until the distribution of the Offered Shares is complete, otherwise comply with all applicable filing, delivery and other requirements under Canadian Securities Laws arising as a result of such fact or change necessary to continue to qualify the Offered Shares for distribution in each of the Qualifying Jurisdictions.
(3) The Company and the Underwriters acknowledge that if the Final Prospectus (prior to amendment) contains a misrepresentation, the Company will promptly prepare and file with the Canadian Securities Regulators in the Qualifying Jurisdictions any amendment or supplement thereto which in the opinion of the Underwriters and the Company, acting reasonably, may be necessary or advisable to correct such misrepresentation.
(4) In addition, if, during the period from the date hereof to the later of (i) the Closing Date; (ii) the last Over-Allotment Closing Date; and (iii) the date of the completion of the distribution of the Offered Shares, it shall be necessary to file or deliver any Prospectus Amendment to comply with any Applicable Securities Laws, the Company shall, in co-operation with the Underwriters, make any such filing and/or delivery as soon as reasonably possible.
(5) In addition to the provisions of Section 7(1) and Section 7(2), the Company will, acting reasonably, discuss with the Underwriters, any change, event, development or fact, contemplated, anticipated, threatened, or proposed which is of such a nature that there may be reasonable doubt as to whether written notice should be given to the Underwriters under Section 7 of this Agreement and will consult with the Underwriters with respect to the form and substance of any Prospectus Amendment proposed to be filed or delivered by the Company, it being understood and agreed that no such Prospectus Amendment will be filed by the Company with any Canadian Securities Regulator or delivered to any purchaser or prospective purchaser until the Underwriters and their legal counsel: (a) have been given a reasonable opportunity to review; and (b) approve such material, acting reasonably.

Section 8 Services Provided by Underwriters and Underwriting Fee

In return for the Underwriters' services in acting as underwriters in connection with the offering of Offered Shares, the Selling Shareholders agree to pay the Underwriters, at the Closing Time, the Underwriting Fee. The Underwriting Fee shall be payable as provided for in Section 9.

(1) The purchase and sale of the Offered Shares shall be completed at the Closing Time at the offices of Fogler, Rubinoff LLP in Toronto, Ontario or at such other place as the Underwriters, the Selling Shareholders and the Company may agree upon.
(2) At the Closing Time, (a) the Selling Shareholders shall duly and validly deliver to the Underwriters (i) in electronic, uncertificated form, or in the manner directed by the Underwriters in writing, the Offered Shares registered in the name of "CDS & Co." or in such other name or names as the Lead Underwriter may direct the Selling Shareholders in writing not less than 24 hours prior to the Closing Time, and (ii) the Underwriting Fee payable by the Selling Shareholders, against payment by the Lead Underwriter to the Selling Shareholders of the Purchase Price for the Offered Shares by wire transfer, certified cheque or bank draft, or by way of set-off against the payment to be made by the Underwriters to the Selling Shareholders, and (b) the Lead Underwritershall duly and validly deliver to the Selling Shareholders a receipt signed by the Lead Underwriter for such Offered Shares and the Underwriting Fee, as applicable.

Section 10 Over-Allotment Option and Over-Allotment Closing

(1) The Selling Shareholders grant to the Underwriters, in the respective percentages set out in Section 17 of this Agreement, the Over-Allotment Option to purchase the Over-Allotment Shares at the Purchase Price. The Over-Allotment Option may be exercised, in whole or in part and from time to time, prior to its expiry in accordance with the provisions of this Agreement by the Lead Underwriter delivering to the Selling Shareholders and the Company written notice of exercise, setting out the number of Over-Allotment Sharesto be purchased by the Underwriters, which notice must be received by the Selling Shareholders and the Company not later than 5:00 p.m. (Toronto time) on the date that is thirty (30) days after the Closing Date. Upon the furnishing of the notice, the Underwriters will severally (and not jointly nor jointly and severally) be committed to purchase in the respective percentages set out in Section 17 of this Agreement and the Selling Shareholders will be committed to issue and sell in accordance with and subject to the provisions of this Agreement, the number of Over-Allotment Shares indicated in the notice. Over-Allotment Shares may be purchased by the Underwriters only for the purpose of satisfying over-allocations made in connection with the distribution of the Offered Shares and for market stabilization purposes permitted pursuant to Canadian Securities Laws
(2) In the event that the Over-Allotment Option is exercised by the Underwriters and any of the Over-Allotment Shares are purchased by the Underwriters, the closing shall be held at the offices mentioned in Section 9 above, or at such other place as shall be agreed upon by the Underwriters, the Selling Shareholders and the Company, on the Over-Allotment Closing Date.
(3) At the Closing Time on an Over-Allotment Closing Date, if any, for the exercise of the Over-Allotment Option, subject to the terms and conditions contained in this Agreement, the Selling Shareholders shall duly and validly deliver to the Underwriters (i) in electronic, uncertificated form, or in the manner directed by the Underwriters in writing, the Over-Allotment Shares registered in the name of "CDS & Co." or in such other name or names as the Lead Underwriter may direct the Selling Shareholders in writing not less than 24 hours prior to the Closing Time, and (ii) the Underwriting Fee payable by the Selling Shareholders, against payment by the Lead Underwriter to the Selling Shareholders of the Purchase Price for the Over-Allotment Shares by wire transfer, certified cheque or bank draft, or by way of set-off against the payment to be made by the Underwriters to the Selling Shareholders, and (b) the Lead Underwriter shall duly and validly

deliver to the Selling Shareholders a receipt signed by the Lead Underwriter for such Over-Allotment Shares and the Underwriting Fee, as applicable.

(4) The closing of the Over-Allotment Option shall be conditional upon the conditions set forth in Section 11 that apply to an Over-Allotment closing, except that such conditions that apply shall be satisfied as at the Closing Time on such Over-Allotment Closing Date.

Section 11 Underwriters' Obligation to Purchase

The Underwriters' obligation to purchase the Offered Shares or to purchase any Over-Allotment Shares following any and all exercise of the Over-Allotment Option at the Closing Time, shall be subject to the accuracy of the representations and warranties of the Company and the Selling Shareholders contained in this Agreement as of the date of this Agreement and as of the Closing Date or the Over-Allotment Closing Date, as applicable, the performance by the Company of its obligations under this Agreement and the following conditions:

(1) The Underwriters shall have received at the Closing Time a legal opinion dated the Closing Date and the Over-Allotment Closing Date, as applicable, in form and substance satisfactory to counsel to the Underwriters, acting reasonably, addressed to the Underwriters and counsel to the Underwriters from Fogler, Rubinoff LLP, counsel to the Company, as to the laws of Canada and the Qualifying Jurisdictions, which counsel in turn may rely upon the opinions of local counsel where they deem such reliance proper (or alternatively make arrangements to have such opinions directly addressed to the Underwriters and counsel to the Underwriters), and all of such counsel may rely upon, as to matters of fact, certificates of the auditors of the Company, public and stock exchange officials and officers of the Company, with respect to the following matters, and subject to usual qualifications:
- (a) as to the adequacy of the corporate power of the Company to carry out its obligations under this Agreement and the performance of the obligations hereunder;
- (b) as to the authorized and issued capital of the Company;
- (c) as to the ownership by the Company of the issued and outstanding shares of the Material Subsidiaries and the Opinion Subsidiaries;
- (d) as to the valid existence of each of the Company, the Material Subsidiaries and the Opinion Subsidiaries under the laws of their respective jurisdictions of formation, that the Company, the Material Subsidiaries and the Opinion Subsidiaries have all requisite corporate power and authority under the laws of their respective jurisdiction of incorporation and all other jurisdictions where each carries on a material part of its business or owns any material property to, and each is qualified to, carry on its businesses as presently carried on and to carry out the transactions contemplated by the Prospectuses and any Prospectus Amendments, as applicable;
- (e) that no consent, approval or authorization or order of or registration, qualification, recording or filing with any governmental body or agency is required for the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of the transactions contemplated herein, except such as may have been made or obtained;
(f) that all necessary corporate action has been taken by the Company to authorize the execution and delivery of each of the Preliminary Prospectus and the Final Prospectus and, if applicable, any Prospectus Amendments and the filing of such documents under the Canadian Securities Laws in each of the Qualifying Jurisdictions;
(g) that the attributes of the Offered Shares are consistent in all material respects with the description of the Offered Shares contained in the Final Prospectus;
(h) that the execution and delivery of this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated by this Agreement do not and will not result in a breach (whether after notice or lapse of time or both) of (i) any of the terms, conditions or provisions of the Company's constating documents; or (ii) any of the laws of Canada or the Province of Ontario applicable therein;
(i) that this Agreement has been duly authorized executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company and is enforceable in accordance with its terms, except as enforcement of this Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought; provided that such counsel may express no opinion as to the enforceability of the indemnity provisions of Section 13 and the contribution provisions of Section 14 of this Agreement;
(j) the Offered Shares are eligible for investment as set forth under the caption "Eligibility for Investment" in the Final Prospectus as if the reference therein to the date of the Final Prospectus read "as of the Closing Date";
(k) that Computershare Trust Company of Canada at its principal office in Toronto, Ontario has been duly appointed as the transfer agent and registrar for the Common Shares;
(l) that all necessary documents have been filed, all requisite proceedings have been taken and all legal requirements under applicable Canadian Securities Laws have been fulfilled by the Company to qualify the Offered Shares for distribution and sale to the public in each of the Qualifying Jurisdictions through investment dealers or brokers registered under the applicable laws of the Qualifying Jurisdictions who have complied with the relevant provisions of such applicable laws;
(m) the Company is a "reporting issuer", or its equivalent, in each of the Qualifying Jurisdictions and it is not listed as in default of any requirement of the securities laws in any of the Qualifying Jurisdictions where such lists are maintained; and
(n) as to all other legal matters reasonably requested by counsel to the Underwriters relating to the distribution of the Offered Shares.
(2) If the Offered Shares are sold in the United States, the Underwriters and the Company shall have received at the Closing Time a customary legal opinion dated the Closing Date and the Over-Allotment Closing Date, as applicable, of Milbank LLP in form and substance satisfactory to the Underwriters, acting reasonably, to the effect that no registration is required under the U.S. Securities Act, in connection with the offer and sale of such Offered Shares in the United States conducted in accordance with this Agreement and Schedule A hereto with customary assumptions and qualifications.
(3) The Underwriters shall have received at the Closing Time a legal opinion dated the Closing Date and the Over-Allotment Closing Date, as applicable, 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 each of Stikeman Elliott LLP in its capacity as Canadian counsel to the Selling Shareholders (as to Canadian legal matters) and local counsel in its capacity as Luxembourg counsel to the Selling Shareholders (as to Luxembourg legal matters), which counsel in turn may rely upon certificates of Governmental Authorities and officers or directors of the Selling Shareholders, with respect to the following matters:
- (a) as to the valid existence of each of the Selling Shareholders under the laws of their respective jurisdictions of formation and as to the power and capacity of each of the Selling Shareholders to execute, deliver and perform their respective obligations under this Agreement;
- (b) that all necessary action has been taken by each of the Selling Shareholders to authorize the execution and delivery of this Agreement and the performance by each of the Selling Shareholders of their respective obligations hereunder;
- (c) that no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Authority is required of either of the Selling Shareholders in connection with (i) the execution and delivery of or with the performance by either of the Selling Shareholders of their obligations under this Agreement; and (ii) the delivery to the Underwriters of the Offered Shares by the Selling Shareholders pursuant to this Agreement, except as have been obtained or made and are in full force and effect;
- (d) that this Agreement has been duly executed by each of the Selling Shareholders and constitutes a legal, valid and binding obligation of each of the Selling Shareholders and is enforceable against each of the Selling Shareholders in accordance with its terms, subject to customary qualifications for enforceability opinions; and
- (e) that the execution and delivery of this Agreement by each of the Selling Shareholders and the performance of its obligations hereunder do not and will not result in a breach (whether after notice or lapse of time or both) of any of the terms, conditions or provisions of the constating documents of either of the Selling Shareholders or any laws applicable to either of the Selling Shareholders.
(4) The Underwriters shall have received at the Closing Time a letter dated the Closing Date and the Over-Allotment Closing Date, as applicable, in form and substance satisfactory to the Underwriters, addressed to the Underwriters and the directors of the Company from KPMG LLP, confirming the continued accuracy of the comfort letter to be delivered to the Underwriters pursuant to Section 4(5)(c) 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 or the Over-Allotment Closing Date, as applicable, which changes shall be acceptable to the Underwriters.
(5) The Underwriters shall have received at the Closing Time a certificate dated the Closing Date or the Over-Allotment Closing Date, as applicable, addressed to the Underwriters and counsel to the Underwriters and signed by appropriate officers of the Company, with respect to the constating documents of the Company, all resolutions of the board of directors of the Company relating to this Agreement, the incumbency and specimen signatures of signing officers of the Company and such other matters as the Underwriters may reasonably request.
(6) The Underwriters shall have received at the Closing Time a certificate dated the Closing Date and the Over-Allotment Closing Date, as applicable, addressed to the Underwriters and counsel to the Underwriters and signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company or other officers of the Company acceptable to the Underwriters, certifying for and on behalf of the Company without personal liability after having made due enquiry and after having carefully examined the Prospectus and any Prospectus Amendments, that:
- (a) since the respective dates as of which information is given in the Final Prospectus as amended by any Prospectus Amendments that (A) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the business, affairs, prospects, operations, assets, liabilities (contingent or otherwise) or capital of the Company and the Subsidiaries, and (B) no transaction has been entered into by any of the Company or the Subsidiaries which is material to the Company and the Subsidiaries, other than as disclosed in the Final Prospectus or the Prospectus Amendments, as the case may be;
- (b) no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Common Shares or any other securities of the Company has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any of the Canadian Securities Laws or by any other regulatory authority;
- (c) the Company has complied in all material respects with the covenants, terms and conditions of this Agreement on its part to be complied with up to the Closing Time;
- (d) the representations and warranties of the Company contained in this Agreement are true and correct in all material respects as of the Closing Time with the same force and effect as if made at and as of the Closing Time, 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 material respects as of that date only, and in respect of any representations and warranties that are subject to a materiality qualification, in which case they will be true and correct in all respects; and
- (e) such other matters as the Underwriters may reasonably request.
(7) The Underwriters shall have received at the Closing Time certificates dated the Closing Date and the Over-Allotment Closing Date, as applicable, addressed to the Underwriters and counsel to the Underwriters and signed by each of the Selling Shareholders, certifying for and on behalf of each of the Selling Shareholders 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 the Selling Shareholders' Information is true and correct and does not contain a misrepresentation;
- (b) that the Selling Shareholders have complied in all material respects with the covenants, terms and conditions of this Agreement on its part to be complied with up to the Closing Time; and
- (c) that the representations and warranties of each of the Selling Shareholders 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 Selling Shareholders 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 warrantees 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.

(8) The Underwriters shall have received written confirmation from the Company's registrar and transfer agent of the number of Common Shares issued and outstanding as of the day immediately prior to the Closing Date or the Over-Allotment Closing Date, as applicable.
(9) The Underwriters having received at the Closing Date and the Over-Allotment Closing Date, as applicable, a certificate of status and/or compliance (or the equivalent), where issuable under applicable law, for the Company and each of the Material Subsidiaries, each dated within three (3) days of such date.
(10) At the Closing Date or any Over-Allotment Closing Date, as applicable, the Company shall not be the subject of a cease trading order or stop order made by any securities regulatory authority or other competent authority which has not been rescinded.
(11) The Underwriters shall have received such further certificates and documents as the Lead Underwriter may reasonably request.

Section 12 Rights of Termination

(1) The Underwriters will be entitled to terminate this Agreement in the event that, prior to the Closing Time:
- (a) there shall be any material change or change in a material fact, or there should be discovered any previously undisclosed material fact required to be disclosed in the Prospectuses or any Prospectus Amendment, in each case which, in the reasonable opinion of the Underwriters, has or would be expected to have a significant adverse effect on the market price or value of the Common Shares, or any other securities of the Company; or
- (b) there should develop, occur or come into effect or existence any event, action, state, condition (including without limitation, terrorism or accident) or major financial occurrence or catastrophe, war, pandemic or plague of national or international consequence, including by way of COVID-19 only to the extent that there are material adverse developments related thereto after December 3, 2020, or a new or change in any law or regulation which in the sole opinion of the Underwriters, seriously adversely affects or involves or may seriously adversely affect or involve the Canadian or U.S. financial markets or the business, operations or affairs of the Company and its Subsidiaries taken as a whole or the market price or value of the securities of the Company; or
- (c) any inquiry, action, suit, proceeding or investigation (whether formal or informal) is commenced, announced or threatened in relation to the Company or any of its Subsidiaries or any one of their officers or directors or any of their principal shareholders or any of the subsidiaries where wrong-doing is alleged or any order is made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including without limitation the TSX or securities commission which involves a finding of wrong-doing and which in the reasonable opinion of the Underwriters,

seriously adversely affects or may seriously adversely affect, the business, operations or affairs of the Company and its Subsidiaries taken as a whole or the market price or value of the securities of the Company; or any order, action or proceeding which cease-trades or otherwise operates to prevent or restrict the trading of the Common Shares or any other securities of the Company or of its Material Subsidiaries is made or threatened by a securities regulatory authority; or

(d) the Company is in breach of any material term, condition or covenant of this Agreement or any material representation or warranty given by the Company in this Agreement becomes or is false.
(2) Each of the Company and the Selling Shareholders agrees that all terms and conditions in Section 10 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 reasonable commercial efforts to cause such conditions to be complied with, and that any breach or failure by the Company or the Selling Shareholders to comply with any such conditions shall entitle any of the Underwriters to terminate their obligations to purchase the Offered Shares by notice to that effect given to the Selling Shareholders and the Company 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.
(3) The rights of termination contained in Section 12(1) and (2) may be exercised by any of the Underwriters 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-compliance by the Company or the Selling Shareholders 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 Underwriters to the Company or the Selling Shareholders or on the part of the Company or the Selling Shareholders to the Underwriters except in respect of any liability which may have arisen prior to or arise after such termination under Section 13, Section 14 and Section 16. A notice of termination given by an Underwriter under 12(1) and (2) shall not be binding upon any other Underwriter.

Section 13 Indemnity

(1) The Company agrees to indemnify and hold harmless each of the Underwriters and their respective affiliates and subsidiaries, and each of their respective persons, if any, controlling any Underwriter and the directors, officers, employees, partners, shareholders or any persons controlling any Underwriter (individually an "Indemnified Party" and collectively, the "Indemnified Parties"), from and against any and all expenses, losses (other than loss of profits), claims, actions, costs, damages or liabilities, whether joint or several (including, without limitation, the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, known investigations or claims, and the reasonable fees and expenses of their counsel (which for purposes hereof shall be limited to one counsel representing both the Underwriter and the directors, officers, employees, partners, shareholders or any persons controlling any Underwriter) that may be incurred in advising with respect to and/or defending any action, suit, proceeding, known investigation or claim that may be made against any Indemnified Party or in successfully enforcing this indemnity), to which any Indemnified Party may become subject or otherwise involved in any capacity under any statute or ordinary law or otherwise insofar as such expense, losses, claims, actions, costs, damages or liabilities relate to, are caused by, result from, arise out of, or based upon, directly or indirectly, the performance of professional services rendered to the Company by the Indemnified Party hereunder or otherwise in connection with the matters referred to in the Agreement, including, without limitation, the following:

(a) any information or statement (except any information or statement relating solely to the Underwriters) contained in the Prospectuses, any Prospectus Amendment or the U.S. Placement Memorandum or in any certificate of the Company 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 any omission or any alleged omission to state therein any fact or information (except factor or information relating solely to the Underwriters) required to be stated therein or necessary to make any of the statements therein not misleading in light of the circumstances in which they are made;
(b) any omission or alleged omission to state in the Prospectus, any Prospectus Amendment, the U.S. Placement Memorandum or any certificate of the Company or any officer of the Company delivered pursuant to this Agreement any material fact (except any fact relating solely to the Underwriters or the Selling Shareholders), required to be stated in such document where such omission or alleged omission constitutes or is alleged to constitute a misrepresentation;
(c) any order made or any inquiry, investigation or proceedings commenced or threatened by any securities regulatory authority, stock exchange or by any other competent authority based upon any misrepresentation or alleged misrepresentation (except a misrepresentation related solely to the Underwriters) contained in the Prospectuses or any Prospectus Amendments or the U.S. Placement Memorandum (except any document or material delivered or filed solely by the Underwriters) or based upon any failure or alleged failure to comply with the Canadian Securities Laws (other than any failure or alleged failure to comply by the Underwriters), preventing or restricting the trading in or the sale or distribution of the Common Shares in any of the Qualifying Jurisdictions;
(d) the non-compliance or alleged non-compliance by the Company with any of the Canadian Securities Laws or U.S. Securities Laws including the Company's non-compliance with any statutory requirement to make any document available for inspection; or
(e) any material breach of any representation, warranty or covenant of the Company contained herein or in any certificate of the Company or of any officer of the Company delivered hereunder or pursuant hereto or the failure of the Company to comply in all material respects with any of its covenants or obligations hereunder.
(2) Each of the Selling Shareholders agree to indemnify and hold harmless each of the Indemnified Parties from and against any and all expenses, losses (other than loss of profits), claims, actions, costs, damages or liabilities, whether joint or several (including, without limitation, the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, known investigations or claims, and the reasonable fees and expenses of their counsel (which for purposes hereof shall be limited to one counsel representing both the Underwriter and the directors, officers, employees, partners, shareholders or any persons controlling any Underwriter) that may be incurred in advising with respect to and/or defending any action, suit, proceeding, known investigation or claim that may be made against any Indemnified Party or in successfully enforcing this indemnity), to which any Indemnified Party may become subject or otherwise involved in any capacity under any statute or ordinary law or otherwise insofar as such expense, losses, claims, actions, costs, damages or liabilities relate to, are caused by, result from, arise out of, or based upon, directly or indirectly, the

performance of professional services rendered to the Company by the Indemnified Party hereunder and otherwise arise out of any of the following:

(a) any information or statement in any Selling Shareholders' Information related to the Selling Shareholders contained in the Prospectuses, any Prospectus Amendment or the U.S. Placement Memorandum or in any certificate of either of the Selling Shareholders 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 any omission or any alleged omission to state therein any fact or information required to be stated therein or necessary to make any of the statements therein not misleading in light of the circumstances in which they are made;
(b) any omission or alleged omission to state in any Selling Shareholders' Information related to the Selling Shareholders contained in the Prospectus, any Prospectus Amendment, the U.S. Placement Memorandum or any certificate of either of the Selling Shareholders or any officer of the Selling Shareholders delivered pursuant to this Agreement any material fact required to be stated in such document where such omission or alleged omission constitutes or is alleged to constitute a misrepresentation;
(c) any order made or any inquiry, investigation or proceedings commenced or threatened by any securities regulatory authority, stock exchange or by any other competent authority based upon any misrepresentation or alleged misrepresentation in the Selling Shareholders' Information related to either of the Selling Shareholders contained in the Prospectuses or any Prospectus Amendments or the U.S. Placement Memorandum or based upon any failure or alleged failure to comply with the Canadian Securities Laws, preventing or restricting the trading in or the sale or distribution of the Offered Shares in any of the Qualifying Jurisdictions;
(d) the non-compliance or alleged non-compliance by either of the Selling Shareholders with any of the Canadian Securities Laws or U.S. Securities Laws including either of the Selling Shareholders' non-compliance with any statutory requirement to make any document available for inspection; or
(e) any material breach of any representation, warranty or covenant by either of the Selling Shareholders contained herein or in any certificate of by either of the Selling Shareholders or of any officer of either of the Selling Shareholders delivered hereunder or pursuant hereto or the failure of either of the Selling Shareholders to comply in all material respects with any of its covenants or obligations hereunder.
(3) The rights of indemnity contained in Sections 13(1) or (2) above shall not apply to the Underwriters to the extent the Indemnifier has complied with any obligation to amend the Prospectuses, any Prospectus Amendment or the U.S. Placement Memorandum and deliver such amended documents to the Underwriters for delivery to prospective investors and the Underwriters have not provided to the person asserting any expense, loss, claim, action, cost, damage or liability contemplated by this indemnity a copy of the Prospectuses, any Prospectus Amendment or the U.S. Placement Memorandum or any amended Prospectuses, any Prospectus Amendment or the U.S. Placement Memorandum, which corrects any misrepresentation, untrue statement or omission, or alleged misrepresentation, untrue statement or omission which is the basis of such expense, loss, claim, action, cost, damage or liability and which is required, under applicable securities laws, to be delivered to such person.
(4) If any matter or thing contemplated by Section 13(1) or (2) (any such matter or thing being referred to as a "Claim") is asserted against any Indemnified Party, such Indemnified Party will notify the Company, in the case of Section 13(1), or the Selling Shareholders, in the case Section 13(2), (the "Indemnifier") as soon as possible of the nature of such Claim (but the omission so to notify the Company or the Selling Shareholders, as applicable, of any potential Claim shall not relieve the Company or the Selling Shareholders, as applicable, from any liability which it may have to any Indemnified Party and any omission so to notify the Company or the Selling Shareholders, as applicable of any actual Claim shall affect the Company's or Selling Shareholders', as applicable, liability only to the extent that the Company or the Selling Shareholders, as applicable, are materially prejudiced by that failure).
(5) The Indemnifier hereby waives any right the Indemnifier may have of first requiring an Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other person before claiming under this Section 13.
(6) The indemnity provided in this Section 13 shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that:
- (a) the Indemnified Parties have been grossly negligent, acted with wilful misconduct, have committed any fraudulent act in the course of the performance or have breached the terms of this Agreement; and
- (b) the expenses, losses, claims, actions, costs, damages or liabilities, as to which indemnification is claimed, were caused directly by the gross negligence, wilful misconduct or fraudulent act or breach referred to in (a).
(7) The Indemnifier agrees that in case any action, suit, proceeding or claim shall be brought against the Indemnifier and/or any Indemnified Party by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, shall investigate the Indemnifier and/or any other Indemnified Party and such Indemnified Party shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with or by reason of this Agreement, the engagement of the Underwriters, the performance of professional services rendered to the Indemnifier by the Indemnified Parties hereunder or otherwise in connection with the matters referred to in this Agreement, such Indemnified Party shall have the right to employ its own counsel in connection therewith (which for purposes hereof shall be limited to one counsel representing all of such Indemnified Parties), and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse such Indemnified Party for time spent by its, or any of its affiliates, directors, officers, employees, partners or Underwriters in connection therewith) and reasonable out-of-pocket expenses incurred by its personnel in connection therewith shall be paid by the Indemnifier as they occur and upon receipt of satisfactory evidence thereof. The Indemnifier also agrees to reimburse an Indemnified Party for the reasonable time spent by its personnel in connection with any action, suit, proceeding, claim or investigation for which the Indemnifier has agreed to indemnify such Indemnified Party hereunder.
(8) The Indemnifier shall be entitled, at its own expense, to participate in and, to the extent it may wish to do so, assume the defence thereof, provided such defence is conducted by experienced and competent counsel. Upon the Indemnifier notifying the Indemnified Party in writing of its election to assume the defence and retaining counsel, the Indemnifier shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by it in connection with such defence. If such defence is assumed by the Indemnifier, the Indemnifier throughout the course thereof will provide

copies of all relevant documentation to the Indemnified Party, will keep the Indemnified Party advised of the progress thereof and will reasonably discuss with the Indemnified Party all significant actions proposed.

(9) Notwithstanding the foregoing paragraph, any Indemnified Party shall have the right, at the Indemnifier's expense, to employ counsel of such Indemnified Party's choice, in respect of the defence of any action, suit, proceeding, claim or investigation if: (i) the employment of such counsel has been authorized by the Indemnifier; or (ii) the Indemnifier has not assumed the defence and employed counsel therefor within 30 days after receiving notice of such action, suit, proceeding, claim or investigation; or (iii) counsel retained by the Indemnifier has advised the Indemnified Party that representation of both parties by the same counsel would be inappropriate for any reason, including without limitation because there may be legal defences available to the Indemnified Party which are different from or in addition to those available to the Indemnifier (in which event and to that extent, the Indemnifier shall not have the right to assume or direct the defence on the Indemnified Party's behalf) or that there is a conflict of interest between the Indemnifier and the Indemnified Party or the subject matter of the action, suit, proceeding, claim or investigation may not fall within the indemnity set forth herein. In connection therewith, the reasonable fees and expenses (on normal commercial terms) of counsel retained by the Indemnified Party (which for purposes hereof shall be limited to one counsel representing all of the Indemnified Parties) as well as the reasonable costs (including an amount to reimburse the Indemnified Party for time spent by its personnel at its normal per diem rates) shall be paid by the Indemnifier as they occur.
(10) No admission of liability and no settlement of any action, suit, proceeding, claim or investigation shall be made without the express consent of the Indemnified Parties affected. No admission of liability shall be made and the Indemnifier shall not be liable for any settlement of any action, suit, proceeding, claim or investigation made without its express consent.
(11) To the extent that any Indemnified Party is not a party to this Agreement, the parties to this Agreement shall obtain and hold the right and benefit of the indemnity provisions hereunder in trust for and on behalf of such Indemnified Party.
(12) The indemnity and contribution obligations of the Indemnifier shall be in addition to any liability which the Indemnifier may otherwise have, shall extend upon the same terms and conditions to the Indemnified Parties and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnifier, and the Indemnified Parties.

Section 14 Contribution

(1) If for any reason (other than the occurrence of any of the events specified in Section 13(6)(a) or (b)), the indemnification provided for in Section 13 is unavailable to any Indemnified Party or insufficient to hold any Indemnified Party harmless, then the Indemnifier shall contribute to the amount paid or payable by any Indemnified Party as a result of such expense, loss, claim, action, cost, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnifier on the one hand and the any Indemnified Party on the other hand but also the relative fault of the Indemnifier and any Indemnified Party, as well as any relevant equitable considerations; provided that the Indemnifier shall, in any event, contribute to the amount paid or payable by any Indemnified Party as a result of such expense, loss, claim, action, cost, damage or liability, any excess of such amount over the amount of the fees received by the Underwriter pursuant to this Engagement Letter.

(2) The Indemnifier hereby waives all rights which it may have by statute or common law to recover contribution from the Indemnified Parties in respect of losses, claims, costs, damages, expenses or liabilities which any of them may suffer or incur directly or indirectly (in this paragraph, "losses") by reason of or in consequence of a document containing a misrepresentation; provided, however, that such waiver shall not apply in respect of losses by reason of or in consequence of any misrepresentation which is based upon or results from information or statements furnished by or relating solely to Indemnified Parties.
(3) The rights to contribution provided in this section 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.
(4) If the Underwriters have reason to believe that a claim for contribution may arise, they shall give the Indemnifier notice of such claim in writing, as soon as reasonably possible, but failure to notify the Indemnifier shall not relieve the Indemnifier of any obligation which he or it may have to the Underwriters under this Section 14.
(5) With respect to this Section 14, the Indemnifiers acknowledge and agree that the Underwriters are contracting on their own behalf and as agents for their affiliates, directors, officers, employees and agents (and in the case of each Underwriter, each person who controls such Underwriter).

Section 15 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.

Section 16 Expenses

Whether or not the transactions contemplated by this Agreement shall be completed, except as specifically provided below, the Company will pay all expenses and fees in connection with the Offering (inclusive of all applicable government sales tax), including, without limitation: (i) all expenses of or incidental to the issue, sale or distribution of the Offered Shares and the filing of the Prospectuses and the U.S. Placement Memorandum; (ii) the fees and expenses of the Company's legal counsel, accountants and auditors; (iii) all costs incurred in connection with the preparation of documentation relating to the Offering and expenses related to marketing, printing costs, filing fees, stock exchange fees; (iv) all reasonable outof-pocket expenses of the Underwriters; (v) all reasonable fees (to a maximum of $200,000) and taxes and disbursements of the Underwriters' legal counsel ((iv) and (v), collectively, the "Underwriters' Expenses"); and (vi) all reasonable fees and expenses of the Selling Shareholders and their respective legal counsel. All reasonable fees and expenses incurred by the Underwriters, or on their behalf, shall be payable by the Company immediately upon receiving an invoice therefor from the Underwriters and shall be payable whether or not an offering is completed. Regardless of whether the transactions contemplated herein are completed or not, the Company will pay the Underwriters' Expenses, as described in this Section 16.

Section 17 Rights to Purchase

(1) The obligation of the Underwriters to purchase the Offered Shares (and the Over-Allotment Shares if the Over-Allotment Option is exercised) at the Closing Time shall be separate and several and not joint nor joint and several and shall be limited to the percentage of the Offered Shares (or the Over-Allotment Shares if the Over-Allotment Option is exercised) set out opposite the name of the Underwriters respectively below:

ParadigmCapital Inc.	46%
Canaccord Genuity Corp.	15%
Cormark Securities Inc.	15%
RBC Dominion Securities Inc.	7.5%
Stifel Nicolaus Canada Inc.	7.5%
CIBC World Markets Inc.	3%
Raymond James Ltd.	3%
Scotia Capital Inc.	3%
	100%

(2) If one of the Underwriters fails to purchase its applicable percentage of the aggregate amount of the Offered Shares at the Closing Time, the other Underwriters shall have the right, but shall not be obligated, to purchase, all but not less than all, of the applicable Offered Shares which would otherwise have been purchased by the Underwriter that failed to purchase. If, with respect to any such securities, any non-defaulting Underwriter elects not to exercise such right so as to assume the entire obligation of the defaulting Underwriter (the Offered Shares in respect of which the defaulting Underwriter(s) fail to purchase and the non-defaulting Underwriters do not elect to purchase being hereinafter called the "Defaulted Shares") and the number of Defaulted Shares exceeds 10% of the number of Offered Shares to be purchased hereunder, then (a) each Underwriter shall have the several right to terminate its obligation hereunder to purchase the Offered Shares required to be purchased by it and without any liability to the Selling Shareholders, and (b) the Selling Shareholders shall have the right to either (i) proceed with the sale of the applicable Offered Shares (less the Defaulted Shares) to the non-defaulting Underwriters (other than those Underwriters who terminated under (a) above), or (ii) terminate its respective obligations hereunder without liability to the non-defaulting Underwriters except under Section 13, Section 14 or Section 16.

Section 18 Restrictions on Concurrent Offerings and Dispositions

(1) Neither the Company nor any of its affiliates shall, without the Lead Underwriter's prior written consent, authorize, issue or sell securities of the Company or such affiliates (whether in a public offering, by way of private placement or otherwise), or agree to do so or publicly announce any intention to do so, at any time prior to 90 days after the Closing Date, other than:
- (a) the Offered Shares;
- (b) the grant of stock options issued pursuant to the Company's employee or executive incentive compensation arrangements described in the Final Prospectus or the issue by the Company of Common Shares upon the exercise of any such employee or executive incentive compensation arrangements or other convertible securities outstanding as of the date hereof, or under any other arrangement approved by the Lead Underwriter;
- (c) the grant of restricted share units, performance share units or stock options that are issued pursuant to a new Company employee or executive incentive compensation plan that may be adopted by the Company after the date of this Agreement, provided that any such restricted share units, performance share units or stock options do not vest at any time prior to 90 days after the Closing Date; or

(2) For a period commencing on the Closing Date and ending 120 days following the Closing Date, each of the Selling Shareholders, Oaktree Capital Management, L.P. ("Oaktree") and any other entity managed, controlled, associated or affiliated with the Selling Shareholders or Oaktree, will not, directly or indirectly, offer, sell, contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with, or publicly announce any intention to offer, sell, contract to sell, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, purchase any option or contract to sell, lend, swap or enter into any agreement to transfer the economic consequences of, or otherwise dispose of or deal with, whether through the facilities of a stock exchange, by private placement or otherwise, any Common Shares or other securities of the Company convertible into, exchangeable for or exercisable to acquire, Common Shares, directly or indirectly, without the prior consent of the Lead Underwriter, such consent not to be unreasonably withheld or delayed.

Section 19 Publicity

The Company and the Selling Shareholders agree that the Lead Underwriter may, subsequent to the announcement of the issuance and sale of the Offered Shares, make public their involvement with the Company and the Selling Shareholders, including the right of the Lead Underwriter at its own expense to, following the later of the Closing and the date of completion of distribution of the Offered Shares, place advertisements describing its services to the Company and the Selling Shareholders in financial, news or business publications, consistent with what has already been publicly disclosed regarding the issuance and sale of the Offered Shares. If requested by the Lead Underwriter, the Company and/or the Selling Shareholders will include a mutually acceptable reference to the Lead Underwriter in any press release or other public announcement made by the Company or the Selling Shareholders regarding the matters described in this Agreement. In any event, any press release issued by the Company or the Selling Shareholders shall be issued only after consultation with the Lead Underwriter and in compliance with applicable laws. Any press release issued in connection with the Offering prior to the later of the Closing and the date of completion of distribution of the Offered Shares shall be made in compliance with Rule 135e under the U.S. Securities Act and shall include the following or substantially similar legend: "NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN THE UNITED STATES." and as applicable, "The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful."

Section 20 Survival of Representations and Warranties

The representations, warranties, obligations and agreements of the Company and the Selling Shareholders contained in this Agreement and in any certificate delivered pursuant to this Agreement or in connection with the purchase and sale of the Offered Shares shall survive the purchase of the Offered Shares and shall continue in full force and effect unaffected by any subsequent disposition of the Offered 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 Offered Shares.

Section 21 Time

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

Section 22 Action by Underwriters

All steps which must or may be taken by the Underwriters in connection with this Agreement, with the exception of: (a) the matters relating to termination contemplated by Section 12; (b) settlement of any indemnity claim contemplated by Section 13; and (c) waiver of a condition of closing as contemplated by Section 10, shall be taken by the Lead Underwriter, on behalf of themselves and the other Underwriters, and the execution of this Agreement shall constitute the Company's and the Selling Shareholders' authority for accepting notification of any such steps from, and for delivering the definitive certificates or electronic deposit representing the Offered Shares to, or to the account of the Lead Underwriter. Notwithstanding anything to the contrary herein, the obligations of the Underwriters to the Company and the Selling Shareholders are separate and several, and not joint, nor joint and several.

Section 23 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties hereto irrevocably attorn and submit to the exclusive jurisdiction of the courts of the Province of Ontario, sitting in the City of Toronto, with respect to any dispute related to this Agreement.

Section 24 No Fiduciary Relationship

The Company and the Selling Shareholders hereby acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Offered Shares. The Company and the Selling Shareholders further acknowledge that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm's length basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company or the Selling Shareholders, their management, shareholders or creditors or any other Person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase and sale of the Offered Shares, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company and the Selling Shareholders, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company and the Selling Shareholders hereby confirm their understanding and agreement to that effect. The Company, the Selling Shareholders and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Company and the Selling Shareholders regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Offered Shares, do not constitute advice or recommendations to the Company or the Selling Shareholders. The Company and the Selling Shareholders hereby waive and release, to the fullest extent permitted by law, any claims that the Company or the Selling Shareholders may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Company or the Selling Shareholders in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

Section 25 Notice

Any notice or other communication required or permitted to be given hereunder (a "notice") shall be in writing and shall be personally delivered or sent by email on a Business Day, as follows:

If to the Company, addressed and sent to:

Neo Performance Materials Inc. 121 King Street West, Suite 1740 Toronto, ON M5H 3T9

Attention: Constantine Karayannopoulos, President and Chief Executive Officer Email: [email protected]

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

Fogler, Rubinoff LLP 77 King Street West Toronto, ON M5K 1G8

Attention: Irwin Greenblatt Email: [email protected]

If to the Selling Shareholders, addressed and sent to:

OPPS NPM II S.à.r.l. and OPPS NPM S.à.r.l. c/o Oaktree Capital Management, L.P. 333 S. Grand Ave., 28th Floor Los Angeles, CA 90071

Attention: Brook D. Hinchman, Managing Director Email: [email protected]

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

Stikeman Elliott LLP 5300 Commerce Court West 199 Bay Street Toronto, ON M5L 189

Attention: Ivan Grbesic Email: [email protected]

If to the Underwriters, addressed and sent to:

Paradigm Capital Inc. 95 Wellington Street West Suite 2101 Toronto, ON M5J 2N7

Attention:	Kevin O'Flaherty
Email:	[email protected]

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

Bennett Jones LLP 3400 One First Canadian Place P.O. Box 130 Toronto, ON M5X 1A4

Attention: Sander Grieve Email: [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.

Each notice shall be personally delivered to the addressee or sent by fax to the addressee and:

(1) a notice which is personally delivered shall, if delivered 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; and
(2) a notice which is sent by fax shall be deemed to be given and received on the first Business Day following the day on which it is sent.

Section 26 Authority of Lead Underwriter

The Lead Underwriter is hereby authorized by each of the other Underwriters to act on their behalf and the Company and the Selling Shareholders shall be entitled to and shall act on any notice given in accordance with Section 25 by or on behalf of the Underwriters by the Lead Underwriter which represent and warrant that they have irrevocable authority to bind the Underwriters, except in respect of any consent to a settlement which consent shall be given by the Indemnified Party, a notice of termination pursuant to Section 12 which notice may be given by any of the Underwriters, or any waiver, which waiver must be signed by all of the Underwriters. The Lead Underwriter shall consult with the other Underwriters concerning any matter in respect of which they act as representative of the Underwriters. The obligation of the Underwriters under this Agreement shall be several and not joint and several.

Section 27 Counterparts

This Agreement may be executed by the parties to this Agreement in counterpart and may be executed and delivered by facsimile or pdf and all such counterparts, facsimiles and/or pdfs shall together constitute one and the same agreement.

Section 28 TMX Group Limited

Certain of the Underwriters, or affiliates thereof, own or control an equity interest in TMX Group Limited and has a nominee director serving on the TMX Group Limited'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 Limited, including the TSX, the TSX Venture Exchange and the Alpha Exchange. No person or company is required to obtain products or services from TMX Group Limited or its affiliates as a condition of any such dealer supplying or continuing to supply a product or service. Such investment dealers do not require the Company to list securities on any stock exchange as a condition of supplying or continuing to supply underwriting and/or any other services.

Section 29 Acceptance

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

[Remainder of page left intentionally blank. Signature page follows.]

Yours very truly,

PARADIGM CAPITAL INC.

By: "Kevin O'Flaherty" Name: Kevin O'Flaherty Title: Managing Director

CANACCORD GENUITY CORP.

By: "Michael Kogan" Name: Michael Kogan Title: Managing Director

CORMARK SECURITIES INC.

By: "Alfred Avanessy" Name: Alfred Avanessy Title: Managing Director, Head of Investment Banking

RBC DOMINION SECURITIES INC.

By: "James McKenna" Name: James McKenna Title: Managing Director

STIFEL NOCOLAUS CANADA INC.

By: "Harris Fricker" Name: Harris Fricker Title: President

CIBC WORLD MARKETS INC.

By: "Paul Gorman"

Name: Paul Gorman Title: Managing Director

RAYMOND JAMES LTD.

By: "Jimmy Leung" Name: Jimmy Leung Title: Managing Director, Head of Sustainability Investment Banking

SCOTIA CAPITAL INC.

By: "Jon Brenzel" Name: Jon Brenzel Title: Director

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

NEO PERFORMANCE MATERIALS INC.

By: "Constantine Karayannopoulos" Name: Constantine Karayannopoulos Title: President and Chief Executive Officer

OPPS NPM II S.A.R.L.

By: "Aïcha Cisse" Name: Aïcha Cisse Title: Manager
By: "Martin Eckel" Name: Martin Eckel Title: Manager

OPPS NPM S.A.R.L.

By: "Aïcha Cisse" Name: Aïcha Cisse Title: Manager
By: "Martin Eckel" Name: Martin Eckel Title: Manager

SCHEDULE A

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

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

"Foreign Issuer" shall have the meaning ascribed thereto in Rule 902(e) of Regulation S;

"General Solicitation" and "General Advertising" mean "general solicitation" and "general advertising", respectively, as those terms are used in Rule 502(c) of Regulation D under the U.S. Securities Act. Without limiting the foregoing, but for greater clarity, general solicitation or general advertising includes, but is not limited to, any advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet or broadcast over radio, television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

"Offshore Transaction" means an "offshore transaction" as that term is defined in Rule 902(h) of Regulation S; and

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

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

A. Representations, Warranties and Covenants of the Underwriters

Each Underwriter on its own behalf and on behalf of its respective U.S. Affiliate, severally and not jointly, acknowledges that the Offered Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States, except pursuant to and in accordance with an available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, each Underwriter on its own behalf and on behalf of its respective U.S. Affiliate, severally but not jointly, represents, warrants and covenants to the Company that:

1. The Underwriter has offered and sold, and will only offer and sell (a) the Offered Shares in Offshore Transactions in accordance with Rule 903(a) and Rule 903(b)(1) of Regulation S or (b) in the United States through its U.S. Affiliate to Qualified Institutional Buyers pursuant to the exemption from the registration requirements of the U.S. Securities Act under Rule 144A and in compliance with similar exemptions under applicable state securities laws. Accordingly, neither the Underwriter, its affiliates (including its U.S. Affiliate) nor any persons acting on any of their behalf, has engaged or will engage in, has made or will make or has facilitated or will facilitate the making of (except as permitted in Section A(2) through Section A(11) below) (i) any offer to sell or any solicitation of an offer to buy, any of the Offered Shares, to any person in the United States; or (ii) any sale of the Offered Shares to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States, or such Underwriter, affiliates (including its U.S. Affiliate) or person acting on behalf of either reasonably believed that such purchaser was outside the United States. Neither the Underwriter, its affiliates (including its U.S. Affiliate) nor any persons acting on any of their behalf has engaged or will engage in any Directed Selling Efforts with respect to the Offered Shares or General Solicitation or General Advertising in the United States with respect to the Offered Shares, or any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act in connection with any offer or sale of the Offered Shares in the United States.

1. All offers and sales of the Offered Shares in the United States, will be effected by or through the U.S. Affiliate of the Underwriter, a duly registered broker-dealer under the U.S. Exchange Act and applicable state securities laws in each state in which such offer or sale is made and a member in good standing with the Financial Industry Regulatory Authority, Inc. as of the date hereof and at the date of any offer or sale of the Offered Shares in the United States, and will be effected in accordance with all applicable U.S. federal and state securities laws, including broker-dealer requirements. The U.S. Affiliate of the Underwriter is a Qualified Institutional Buyer as of the date hereof and at the date of any offer or sale of the Offered Shares in the United States.
1. It will not offer or sell the Offered Shares in the United States except that it may offer and resell the Offered Shares to Qualified Institutional Buyers with whom the Underwriter (or its U.S. Affiliate) has a pre-existing relationship that it reasonably believed immediately prior to such offer or sale and on the date of any closing to be either a Qualified Institutional Buyer who is acquiring the Offered Shares (A) for its own account or (B) for the account of a Qualified Institutional Buyer with respect to which it exercises sole investment discretion, and, in each case, in compliance with, or pursuant to an exemption from, the registration or qualification requirements of all applicable state securities laws.
1. Immediately prior to soliciting such offerees, the Underwriter and its U.S. Affiliate had reasonable grounds to believe and did believe that each offeree in the United States was a Qualified Institutional Buyer. At the time of each sale by it through its U.S. Affiliate hereunder to a person in the United States, the Underwriter, its U.S. Affiliate, and any person acting on any of their behalf will have reasonable grounds to believe and will believe, that each such purchaser is a Qualified Institutional Buyer.
1. At any closing, it will either (a), together with its U.S. Affiliate offering (and, if applicable, selling) the Offered Shares in the United States, provide a certificate, substantially in the form of Exhibit "A" to this Schedule A relating to the manner of the offer and sale of the Offered Shares in the United States, or (b) be deemed to represent and warrant to the Company and the Selling Shareholders that none of it, any of its affiliates (including its U.S. Affiliate) or any person acting on any of their behalf has offered or sold any of the Offered Shares in the United States.
1. All offerees of the Offered Shares in the United States solicited by it or its U.S. Affiliate shall be informed that the Offered Shares have not been registered under the U.S. Securities Act or the securities laws of any state of the United States and that the Offered Shares are being offered and sold in the United States only to Qualified Institutional Buyers in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A and applicable exemptions from the registration requirements of the securities laws of any state of the United States.
1. The Underwriter shall deliver, or shall cause its U.S. Affiliate to deliver, (a) a copy of the preliminary U.S. Placement Memorandum and the final U.S. Placement Memorandum (if then available), including the Preliminary Prospectus, the Final Prospectus and any Prospectus Amendment, as the case may be, to each of its offerees of the Offered Shares in the United States that is a Qualified Institutional Buyer and (b) prior to the time of sale to such offeree, a copy of the final U.S. Placement Memorandum to each such person. No written material other than the written material set forth in Section 3(5) of the Underwriting Agreement to which this Schedule A is attached will be used in connection with the offer or sale of the Offered Shares in the United States to Qualified Institutional Buyers pursuant to Rule 144A. Each Qualified Institutional Buyer solicited will be informed that the Offered Shares are "restricted securities" as defined in Rule 144(a)(3) under the U.S. Securities Act that will not be represented by certificates that bear a U.S. restricted legend or identified by a restricted CUSIP number, are subject to restrictions if in the future it decides to offer, sell, pledge, or otherwise transfer, directly or indirectly, any of such Offered Shares as set forth in the U.S. Placement Memorandum (and Exhibit "A" thereto), and that it must implement appropriate internal controls and procedures to ensure that such Offered Shares shall be properly identified in its records as restricted securities that are subject to the transfer restrictions set forth therein notwithstanding the absence of a U.S. restricted legend or restricted CUSIP number.
1. Neither the Underwriter, its U.S. Affiliate nor any persons acting on any of their behalf has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with this offering.
1. Prior to completion of any sale of the Offered Shares in the United States it will cause each such purchaser to provide an executed U.S. Purchaser's Letter in the form set forth as Exhibit "A" to the U.S. Placement Memorandum.
1. At least two (2) business days prior to the Closing Date or any Over-Allotment Closing Date, it will provide the Company and its transfer agent with a list of all persons who were sold the Offered Shares by it through its U.S. Affiliate in the United States.
11. It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Shares, except with its U.S. Affiliate, and Selling Firms or with the prior written consent of the Company and the Selling Shareholders. The Underwriter shall cause its U.S. Affiliate and Selling Firms appointed by it who may offer to sell the Offered Shares to agree, for the benefit of the Company, to comply with, and shall use its reasonable best efforts to ensure that each such Selling Firm and its U.S. Affiliate complies with, the same provisions as are contained in the foregoing Section 1 through 11 hereof.

B. Representations, Warranties and Covenants of the Company

The Company represents, warrants, covenants and agrees that:

1. The Company is, and on the Closing Date and on any Over-Allotment Closing Date it will be, a Foreign Issuer (but it is not obligated to remain a Foreign Issuer and may in the future engage in transactions that could cause the Company not to be a foreign issuer) and reasonably believes that there is no Substantial U.S. Market Interest with respect to the Common Shares.
1. The Company is not, and as a result of the sale of the Offered Shares contemplated hereby and the application of the proceeds of the Offering, will not be, registered or required to be registered as an investment company under the United States Investment Company Act of 1940, as amended.
1. Except with respect to offers and sales in accordance with this Schedule A to Qualified Institutional Buyers in reliance on Rule 144A and applicable exemptions from the registration requirements of the securities laws of any state of the United States, neither the Company nor any of its affiliates, nor any person acting on their behalf (other than the Underwriters, their respective affiliates (including their U.S. Affiliates), Selling Firms, or any person acting on behalf of any of the foregoing, in respect of which no representation, covenant, agreement or warranty is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Shares to a person in the United States; or (B) any sale of the Offered Shares unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States or (ii) the Company, its affiliates, and any person acting on their behalf reasonably believe that the purchaser is outside the United States;
1. Neither the Company nor any of its affiliates, nor any person acting on any of their behalf (other than the Underwriters, their respective affiliates (including their U.S. Affiliates), Selling Firms, or any person acting on behalf of any of the foregoing, in respect of which no representation, covenant, agreement or warranty is made), has engaged or will engage in any Directed Selling Efforts with respect to the Offered Shares or in any form of General Solicitation or General Advertising with respect to offers or sales of the Offered Shares in the United States, or any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act in connection with any offer or sale of the Offered Shares in the United States.
1. The Offered Shares are not, and will not be, and no securities of the same class as any of the Offered Shares are or will be, as of the Closing Time (i) listed on a national securities exchange in the United States registered under Section 6 of the U.S. Exchange Act; (ii) quoted in a "U.S. 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.
1. Neither the Company nor any of its affiliates, nor any person acting on any of their behalf has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with this offering.
1. As of the Closing Date and any Over-Allotment Closing Date, none of the Company, its affiliates or any person acting on any of their behalf (other than the Underwriters, their affiliates (including their U.S. Affiliates), any of the Selling Firms or any person acting on behalf of any of the foregoing, as to whom the Company makes no representation, warranty, agreement or covenant) has taken or will take any action that would cause the exemption afforded by Rule 144A to be unavailable for offers and sales of the Offered Shares in the United States in accordance with this Schedule A, or the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Shares outside the United States in accordance with the Underwriting Agreement.
1. Except with respect to the offer and sale of the Offered Shares offered hereby, the Company has not, for a period of six months prior to the commencement of the Offering, sold, offered for sale or solicited any offer to buy, and will not sell, offer to sell or solicit any offer to buy, any of its securities in the United States in a manner that would be integrated with the offer and sale of the Offered Shares and would cause the exemption from registration set forth in Rule 144A to become unavailable with respect to the offer and sale of the Offered Shares.

The Company shall cooperate with the reasonable requests of the Underwriters and counsel for the Underwriters to use its reasonable efforts to satisfy exemptions from the application of any applicable "blue sky" or state securities laws of those jurisdictions designated by the Underwriters, shall comply with any such applicable state securities law requirements and shall continue to be in compliance with such state securities laws in effect so long as required for the initial offer and sale of the Offered Shares contemplated herein.

C. Representations, Warranties and Covenants of the Selling Shareholders

Each Selling Shareholder represents, warrants, covenants and agrees that:

1. Except with respect to offers and sales in accordance with this Schedule A to Qualified Institutional Buyers in reliance on Rule 144A and applicable exemptions from the registration requirements of the securities laws of any state of the United States, neither the Selling Shareholder nor any of its affiliates, nor any person acting on any of their behalf (other than the Underwriters, their respective affiliates (including their U.S. Affiliates), any Selling Firms, or any person acting on behalf of any of the foregoing, in respect of which no representation, warranty, covenant or agreement is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Shares to a person in the United States; or (B) any sale of the Offered Shares unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States or (ii) the Selling Shareholder, its affiliates, and any person acting on any of their behalf reasonably believe that the purchaser is outside the United States;
1. Neither the Selling Shareholder nor any of its affiliates, nor any person acting on any of their behalf, has engaged or will engage in any Directed Selling Efforts with respect to the Offered Shares or in any form of General Solicitation or General Advertising with respect to offers or sales of the Offered Shares in the United States, or any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act in connection with any offer or sale of the Offered Shares in the United States.
1. Neither the Selling Shareholder nor any of its affiliates, nor any person acting on any of their behalf has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with this offering.
1. As of the Closing Date and any Over-Allotment Closing Date, none of the Selling Shareholder, its affiliates or any person acting on any of their behalf (other than the Underwriters, their respective affiliates (including their U.S. Affiliates), any of the Selling Firms or any person acting on behalf of any of the foregoing, as to whom the Selling Shareholder makes no representation, warranty, covenant or agreement) has taken or will take any action that would cause the exemption afforded by Rule 144A to be unavailable for offers and sales of the Offered Shares in the United States in accordance with this Schedule A, or the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Shares outside the United States in accordance with the Underwriting Agreement.

The Selling Shareholders shall cooperate with the reasonable requests of the Underwriters and counsel for the Underwriters to use its reasonable efforts to satisfy exemptions from the application of any applicable "blue sky" or state securities laws of those jurisdictions designated by the Underwriters, shall comply with any such applicable state securities law requirements and shall continue to be in compliance with such state securities laws in effect so long as required for the initial offer and sale of the Offered Shares contemplated herein.

EXHIBIT "A" TO SCHEDULE "A" UNDERWRITER'S CERTIFICATE

In connection with the private placement in the United States of the Offered Shares (the "U.S. Offered Shares") of Neo Performance Materials Inc. (the "Company") pursuant to the Underwriting Agreement dated January 29, 2021 among the Company, the Selling Shareholders and the Underwriters named therein (the "Underwriting Agreement"), each of the undersigned does hereby certify as follows:

1. [Name of U.S. Affiliate] is a duly registered broker or dealer with the United States Securities and Exchange Commission under the U.S. Exchange Act and is a member of and in good standing with the Financial Industry Regulatory Authority, Inc. on the date hereof and at the date of any offer or sale of the Offered Shares in the United States. All offers and sales of, and solicitations of offers to buy, U.S. Offered Shares in the United States were made by [U.S. Affiliate];
1. each offeree in the United States to which we offered Offered Shares, prior to the time of such offeree's purchase of Offered Shares, was provided with a copy of the Preliminary Prospectus, the Final Prospectus, any Prospectus Amendment and each related U.S. Placement Memorandum, and each purchaser of Offered Shares in the United States was provided with a copy of the Final Prospectus, any Prospectus Amendment and each related U.S. Placement Memorandum, and we did not use any other written material in connection with the offer or sale of Offered Shares in the United States;
1. immediately prior to our transmitting the preliminary U.S. Placement Memorandum to such offerees in the United States, we had reasonable grounds to believe and did believe that each such offeree was, and continue to believe that each such offeree is, a Qualified Institutional Buyer and, and, on the date of this certificate, we continue to believe that each such person purchasing U.S. Offered Shares is a Qualified Institutional Buyer;
1. prior to any sale in the United States of Offered Shares we obtained an executed U.S. Purchaser's Letter in the form set forth as Exhibit "A" to the U.S. Placement Memorandum and a copy of such Exhibit "A" has been delivered to the Company and the Selling Shareholders;
1. no form of General Solicitation or General Advertising was used by us in connection with the offer or sale of the Offered Shares in the United States including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or on the internet, or broadcast over radio, television or the internet, or any seminar or meeting whose attendees had been invited by General Solicitation or General Advertising in connection with the offer or sale of the Offered Shares in the United States, or any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act in connection with any offer or sale of the Offered Shares in the United States;
1. all offers and sales of the Offered Shares by us in the United States have been effected in accordance with all applicable United States federal and state securities laws, including broker-dealer requirements;
1. neither we, nor our affiliates nor any person acting on any of our behalf have taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Shares; and
1. the offering and sale of the Offered Shares in the United States has been conducted by us in accordance with the terms of the Underwriting Agreement, including Schedule A thereto.

Terms used in this certificate have the meanings given to them in the Underwriting Agreement, including Schedule A thereto, unless otherwise defined herein. This Underwriter's Certificate may be relied upon by counsel for the Company as if originally issued to such counsel. A newly executed copy of this Schedule A shall be provided in connection with any subsequent closing date, as applicable.

DATED this ______ day of ______________________, 2021

[UNDERWRITER] [U.S. AFFILIATE]

Name: Title:

Per: Per:

Name: Title:

AI assistant

Neo Performance Materials Inc. — Capital/Financing Update 2021

47497_rns_2021-01-29_bc76d21f-d99b-4bad-aa47-1cc6f6879f57.pdf

UNDERWRITING AGREEMENT

DEFINITIONS

TERMS AND CONDITIONS

Section 1 Filing of the Prospectuses

Section 2 Due Diligence

Section 3 Distribution and Certain Obligations of the Underwriters

Section 4 Delivery of Prospectuses and Related Matters

Section 5 Representations and Warranties of the Company

Section 6 Representations and Warranties of the Selling Shareholders

Section 7 Material Changes During the Distribution of the Offered Shares

Section 8 Services Provided by Underwriters and Underwriting Fee

Section 10 Over-Allotment Option and Over-Allotment Closing

Section 11 Underwriters' Obligation to Purchase

Section 12 Rights of Termination

Section 13 Indemnity

Section 14 Contribution

Section 15 Severability

Section 16 Expenses

Section 17 Rights to Purchase

Section 18 Restrictions on Concurrent Offerings and Dispositions

Section 19 Publicity

Section 20 Survival of Representations and Warranties

Section 21 Time

Section 22 Action by Underwriters

Section 23 Governing Law

Section 24 No Fiduciary Relationship

Section 25 Notice

Section 26 Authority of Lead Underwriter

Section 27 Counterparts

Section 28 TMX Group Limited

Section 29 Acceptance

PARADIGM CAPITAL INC.

CANACCORD GENUITY CORP.

CORMARK SECURITIES INC.

RBC DOMINION SECURITIES INC.

STIFEL NOCOLAUS CANADA INC.

CIBC WORLD MARKETS INC.

RAYMOND JAMES LTD.

SCOTIA CAPITAL INC.

NEO PERFORMANCE MATERIALS INC.

OPPS NPM II S.A.R.L.

OPPS NPM S.A.R.L.

SCHEDULE A

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

A. Representations, Warranties and Covenants of the Underwriters

B. Representations, Warranties and Covenants of the Company

C. Representations, Warranties and Covenants of the Selling Shareholders

EXHIBIT "A" TO SCHEDULE "A" UNDERWRITER'S CERTIFICATE

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