Tecsys Inc. — Capital/Financing Update 2020

Apr 14, 2020

A copy of this preliminary short form prospectus has been filed with the securities regulatory authorities in each of the provinces of Canada but has not yet become final for the purpose of the sale of the securities. Information contained in this preliminary short form prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form prospectus is obtained from the securities regulatory authorities.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "1933 Act"), or the securities laws of any state of the United States. Accordingly, except as permitted by the Underwriting Agreement (as defined herein) and pursuant to an exemption from the registration requirements of the 1933 Act and state securities laws, these securities may not be offered, sold or delivered, directly or indirectly, within the United States (as such term is defined in Regulation S under the 1933 Act) and this short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within the United States. See "Plan of Distribution".

Information has been incorporated by reference in this short form prospectus from documents filed with the securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Secretary of the Corporation (as defined herein) at 1 Place Alexis Nihon, Suite 800, Montréal, Québec, H3Z 3B8 or by telephone at (514) 866-0001, and are also available electronically at www.sedar.com.

PRELIMINARY SHORT FORM PROSPECTUS

New Issue April 14, 2020

$19,999,995 1,159,420 Common Shares

Price: $17.25 per Common Share

This preliminary short form prospectus (the "Prospectus") qualifies for distribution an aggregate of 1,159,420 common shares (the "Offered Shares") of Tecsys, Inc. ("Tecsys" or the "Corporation") at the price of $17.25 per Offered Shares (the "Offering Price") for aggregate gross proceeds to the Corporation of $19,999,995 (the "Offering").

The Offered Shares are being sold pursuant to the terms of an underwriting agreement dated April 14, 2020 (the "Underwriting Agreement") among the Corporation and Stifel Nicolaus Canada Inc., as co-lead underwriter and sole bookrunner and Cormark Securities Inc., as co-lead underwriter (together with Stifel Nicolaus Canada Inc., the "Co-Lead Underwriters"), Laurentian Bank Securities Inc., and Echelon Wealth Partners Inc. (together with the Co-Lead Underwriters, the "Underwriters"). The Offering Price was determined by negotiation between the Corporation and the Co-Lead Underwriters, on their behalf and on behalf of the Underwriters.

	Price to the Public	Underwriters' Fee(1)	Net Proceeds (2)
Per Offered Share	$17.25	$0.8625	$16.3875
Total Offering(3)	$19,999,995	$999,999.75	$18,999,995.25

Notes:

• (1) On the Closing Date (as defined below), Tecsys will pay the Underwriters a cash commission equal to 5.0% of the gross proceeds of the Offering (the "Underwriters' Fee"). See "Plan of Distribution".
• (2) These figures represent the net proceeds to Tecsys before deducting estimated expenses of the Offering, estimated to be $525,000 (exclusive of any taxes), which will be paid by the Corporation out of the proceeds of the Offering.
• (3) Tecsys has also granted to the Underwriters an option (the "Over-Allotment Option") to purchase up to an additional 173,913 Offered Shares, or up to 15% of the Offered Shares issued pursuant to the Offering at the Offering Price, on the same terms and conditions as the Offering, exercisable in whole or in part on or after the Closing Date and for a period of 30 days thereafter, to cover over-allotments and for market stabilization purposes. If the Over-Allotment Option is exercised in full, the total price to the public, Underwriters' Fee and net proceeds to Tecsys (before deducting expenses of the Offering) under the Offering will be $22,999,994.25, $1,149,999.71 and $21,849,994.54, respectively. This Prospectus also qualifies the distribution of the common shares of Tecsys ("Common Shares") issuable pursuant to the exercise of the Over-Allotment Option. A purchaser who acquires Common Shares forming part of the Underwriters' over-allocation position acquires those Common Shares under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. Unless the context otherwise requires, references herein to the "Offering" and the "Offered Shares" include the Common Shares issuable pursuant to the exercise of the Over-Allotment Option. See "Plan of Distribution".

Maximum size ornumber of securitiesUnderwriters' Positionheld		Exercise period	Exercise price
Over-Allotment Option	173,913 Offered Shares	Until and including the date that is30 days following the Closing Date	$17.25 per OfferedShare

The Underwriters, as principals, conditionally offer the Offered Shares for sale, subject to prior sale, if, as and when issued by Tecsys and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under "Plan of Distribution" and subject to approval of certain legal matters relating to the Offering on behalf of Tecsys by McCarthy Tétrault LLP, and on behalf of the Underwriters by Dentons Canada LLP.

The issued and outstanding Common Shares are listed on the Toronto Stock Exchange (the "TSX") under the symbol "TCS". Tecsys has applied to list the Offered Shares issued pursuant to the Offering (including the Common Shares pursuant to the Over-Allotment Option). Listing of the Offered Shares is subject to Tecsys fulfilling all of the listing requirements of the TSX. On April 6, 2020, the last complete trading day on which the Common Shares traded prior to the announcement of the Offering, the closing price of the Common Shares on the TSX was $19.48. On April 13, 2020, the last complete trading day prior to the date of this Prospectus, the closing price of the Common Shares on the TSX was $19.21.

Subject to applicable laws, the Underwriters may, in connection with the Offering, effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail on the open market in accordance with applicable stabilization rules. Such transactions, if commenced, may be discontinued at any time. See "Plan of Distribution". The Underwriters propose to offer the Offered Shares initially at the Offering Price. After a reasonable effort has been made to sell all of the Offered Shares at the Offering Price, the Underwriters may subsequently reduce the Offering Price in order to sell any of the Offered Shares remaining unsold. Any such reduction will not affect the proceeds received by Tecsys. See "Plan of Distribution".

Subscriptions for the Offered Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. It is expected that the closing of the Offering (other than any Offered Shares issuable pursuant to the exercise of the Over-Allotment Option) will occur on or about April 28, 2020, or such other date that Tecsys and the Co-Lead Underwriters, on behalf of the Underwriters, shall mutually agree in writing (the "Closing Date").

The Offered Shares (not including the Common Shares issuable pursuant to the exercise of the Over-Allotment Option) shall be taken up by the Underwriters, if at all, on or before a date not later than 42 days after the date of the receipt for the final short form prospectus.

The Offered Shares will be registered to CDS Clearing and Depository Services Inc. ("CDS") or its nominee under the book-based system administered by CDS. No certificates evidencing the Offered Shares will be issued to purchasers and registration will be made in the depository service of CDS. Purchasers of Offered Shares will receive only a customer confirmation from an Underwriter or other registered dealer who is a CDS participant and from or through whom a beneficial interest in the Offered Shares is purchased. See "Plan of Distribution".

An investment in Common Shares is subject to a number of risks that should be considered by a prospective purchaser. See "Risk Factors".

The Corporation's head and registered offices are located at 1 Place Alexis Nihon, Suite 800, Montréal, Québec, H3Z 3B8. Frank J. Bergandi, David Booth, John Ensign and Steve Sasser who are directors of Tecsys, reside outside of Canada and have each appointed Tecsys at its head office location as agent for service of process.

Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

Except as otherwise indicated, all dollar amounts in this Prospectus are expressed in Canadian dollars and references to $ are to Canadian dollars.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 1
NON-IFRS PERFORMANCE MEASURES AND KEY PERFORMANCE INDICATORS 1
DOCUMENTS INCORPORATED BY REFERENCE 1
MARKETING MATERIALS 2
TECSYS INC 3
RECENT DEVELOPMENTS 3
DESCRIPTION OF SHARE CAPITAL 3
CONSOLIDATED CAPITALIZATION 4
TRADING PRICE AND VOLUME 4
PLAN OF DISTRIBUTION 4
USE OF PROCEEDS 6
PRIOR SALES 7
INTEREST OF EXPERTS 7
ELIGIBILITY FOR INVESTMENT 7
RISK FACTORS 7
CANADIAN FEDERAL INCOME TAX CONSIDERATIONS 9
LEGAL PROCEEDINGS 12
AUDITORS, TRANSFER AGENT AND REGISTRAR 12
TEMPORARY EXEMPTIVE RELIEF 12
STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION 12
CERTIFICATE OF TECSYS INC. C-1
CERTIFICATE OF THE UNDERWRITERS C-2

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus contains "forward-looking information" within the meaning of applicable securities legislation. Although the forward-looking information is based on what the Corporation believes are reasonable assumptions, current expectations, and estimates, investors are cautioned from placing undue reliance on this information since actual results may vary from the forward-looking information. Forward-looking information may be identified by the use of forward-looking terminology such as "believe", "intend", "may", "will", "expect", "estimate", "anticipate", "continue" or similar terms, variations of those terms or the negative of those terms, and the use of the conditional tense as well as similar expressions.

Such forward-looking information that is not historical fact, including statements based on management's belief and assumptions cannot be considered as guarantees of future performance. They are subject to a number of risks and uncertainties, including but not limited to future economic conditions, the markets that the Corporation serves, the actions of competitors, major new technological trends, and other factors, many of which are beyond the Corporation's control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. The Corporation undertakes no obligation to update publicly any forward-looking information whether as a result of new information, future events or otherwise other than as required by applicable legislation.

Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forwardlooking statements contained in this Prospectus. Such statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions about: (i) competitive environment; (ii) operating risks; (iii) the Corporation's management and employees; (iv) capital investment by the Corporation's customers; (v) customer project implementations; (vi) liquidity; (vii) current global financial conditions; (viii) implementation of the Corporation's commercial strategic plan; (ix) credit; (x) potential product liabilities and other lawsuits to which the Corporation may be subject; (xi) additional financing and dilution; (xii) market liquidity of the Corporation's common shares; (xiii) development of new products; (xiv) intellectual property and other proprietary rights; (xv) acquisition and expansion; (xvi) foreign currency; (xvii) interest rate; (xviii) technology and regulatory changes; (xix) internal information technology infrastructure and applications, (xx) and cyber security.

**Readers should also carefully consider the matters discussed under the heading "Risk Factors" in this Prospectus, under the heading "**Special note regarding forward-looking information" in the AIF (as defined below), and in the other documents incorporated by reference into this Prospectus.

NON-IFRS PERFORMANCE MEASURES AND KEY PERFORMANCE INDICATORS

The Corporation uses non-IFRS (as defined below) financial performance measures in the documents incorporated by reference herein to assess operating performance, namely EBITDA and adjusted EBITDA. The Corporation also uses certain key performance indicators in the documents incorporated by reference herein to assess operating performance, including recurring revenue, bookings, backlog and days of sales outstanding. The non-IFRS measures and key performance indicators do not have any standardized meanings prescribed by the International Financial Reporting Standards ("IFRS") and are unlikely to be comparable to similarly titled measures reported by other companies. Readers are cautioned that the disclosure of these metrics is meant to add to, and not to replace, the discussion of financial results determined in accordance with IFRS. Management uses both IFRS and non-IFRS measures when planning, monitoring and evaluating the Corporation's performance.

The non-IFRS measures and key performance indicators should not be considered as alternatives to, or more meaningful than, measures of financial performance determined in accordance with IFRS as indicators of performance. The terms and definitions of the non-IFRS measures and a reconciliation to the most directly comparable IFRS measures are presented in the Annual MD&A and Interim MD&A (as defined below). See "Documents Incorporated by Reference".

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of documents incorporated herein by reference may be obtained on request without charge from the Secretary of the Corporation at 1 Place Alexis Nihon, Suite 800, Montréal, Québec, H3Z 3B8, or by telephone at (514) 866-0001, and are also available electronically at www.sedar.com.

The following documents, filed with the provincial securities commissions or similar authorities in Canada, are specifically incorporated by reference in and form an integral part of this Prospectus:

• 1. the annual information form of the Corporation, dated July 25, 2019, for the fiscal year ended April 30, 2019 (the "AIF");
• 1. the audited annual consolidated financial statements of the Corporation for the fiscal years ended April 30, 2019 and 2018 and the notes thereto and the independent auditors' report thereon (the "Annual Financial Statements");
• 1. the management's discussion and analysis of financial condition and results of operation of the Corporation, dated July 3, 2019, as at and for the years ended April 30, 2019 and 2018 (the "Annual MD&A");
• 1. the condensed interim consolidated financial statements of the Corporation for the three and nine month periods ended January 31, 2020 and 2019, and the notes thereto (the "Interim Financial Statements");
• 1. the management's discussion and analysis of financial condition and results of operations, dated February 27, 2020, for the three and nine month periods ended January 31, 2020 and 2019 (the "Interim MD&A");
• 1. the management proxy circular of the Corporation dated July 25, 2019 for the annual meeting of shareholders of the Corporation held on September 5, 2019;
• 1. the business acquisition report of the Corporation dated January 28, 2019 relating to the acquisition of all of the issued and outstanding shares of OrderDynamics Corporation (the "January 28, 2019 Business Acquisition Report");
• 1. the business acquisition report of the Corporation dated April 17, 2019 relating to the acquisition of all of the issued and outstanding shares of Tecsys A/S (formerly known as PCSYS A/S) (the "April 17, 2019 Business Acquisition Report", and together with the January 28, 2019 Business Acquisition Report, the "Business Acquisition Reports");
• 1. the template version of the indicative term sheet ("marketing materials") dated April 7, 2020 filed on SEDAR in connection with the Offering; and
• 1. the material change report of the Corporation dated April 13, 2020 filed on SEDAR in connection with the Offering.

Any documents of the type required by National Instrument 44-101 – Short Form Prospectus Distributions to be incorporated by reference in a prospectus including any material change reports (excluding confidential reports), interim financial statements, annual financial statements and the auditor's report thereon, management's discussion and analysis of financial condition and results of operations, information circulars, annual information forms and business acquisition reports filed by Tecsys with the securities commissions or similar authorities in the provinces of Canada subsequent to the date of this Prospectus and prior to the termination of this distribution are deemed to be incorporated by reference in this Prospectus.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.

MARKETING MATERIALS

Any "template version" of any "marketing materials" (as such terms are defined under applicable securities legislation) that are utilized by the Underwriters in connection with the Offering are not part of this Prospectus to the extent that the contents of the template version of the marketing materials have been modified or superseded by a statement contained in this Prospectus. Any template version of the marketing materials filed on SEDAR at www.sedar.com after the date of this Prospectus but before the termination of the distribution under the Offering (including any amendments to, or an amended version of, any template version of any marketing materials) is deemed to be incorporated by reference into this Prospectus.

TECSYS INC.

Tecsys is a global provider of supply chain solutions that equip organizations with industry leading services and tools to achieve operational success. Tecsys' solutions are designed to create clarity out of the complex supply chain challenges facing organizations today. Tecsys solutions include warehouse management, distribution and transportation management, supply management at point-of-use, distributed order management, as well as financial management and analytics solutions.

Customers running on Tecsys' Itopia® supply chain platform can execute, day in and day out, regardless of business fluctuations or changes in technology. As their businesses grow more complex, organizations operating a Tecsys platform can adapt and scale to business needs or size, expand and collaborate with customers, suppliers and partners as one borderless enterprise, and transform their supply chains at the speed that their growth demands. From demand planning to demand fulfillment, Tecsys puts power into the hands of both front-line workers and back office planners, helping business leaders focus on the future of their products, services and people, not on their operational challenges.

Tecsys is the market leader in North America for supply chain solutions for health systems and hospitals. Customers around the world trust their supply chains to Tecsys in the healthcare, service parts, third-party logistics, retail and general wholesale high-volume distribution industries.

With the acquisition of OrderDynamics, Tecsys has added a number of major customers in the retail industry located in Canada, the U.S., Europe and Australia. With the acquisition of Tecsys A/S (formerly known as PCSYS A/S), Tecsys has added hundreds of customers in the manufacturing, retail and logistics industries, most of which are based in Europe.

As ecommerce grows exponentially, distribution organizations are facing mounting pressures to fulfil higher order volumes with changing customer demands. Consumers are expanding their use of shopping options, thereby increasing order fulfillment complexity for retail and direct-to-consumer companies, and driving investments in Distributed Order Management (DOM) systems. Through acquisition, Tecsys became a supplier to this market. Tecsys' DOM offering orchestrates and optimizes the process of customer order fulfillment across a wide variety of inventory-holding locations by meeting customer expectations at the lowest possible cost of order fulfillment.

RECENT DEVELOPMENTS

On March 11, 2020, the COVID-19 outbreak was declared a pandemic by the World Health Organization, which is causing significant financial market and social dislocation. The Corporation continues to operate during the current pandemic. The Corporation is well-equipped to uphold comprehensive support and services for its end-to-end supply chain execution software through its multi-tiered customer care and support teams. Employees are now working remotely and supporting Tecsys' customers and partners. The Corporation will continue to monitor developments of the pandemic and continuously assess the pandemic's potential further impact on Tecsys' operations and business. The situation is dynamic, and the ultimate duration and magnitude of the impact of the pandemic on the economy and the financial effect on Tecsys' operations and business are not known at this time. See "Risk Factors - The Corporation's Operations Could Be Adversely Affected by Events Outside of its Control, such as Natural Disasters, Wars or Health Epidemics".

DESCRIPTION OF SHARE CAPITAL

Tecsys is authorized to issue an unlimited number of Common Shares and an unlimited number of Class A preferred shares (the "Preferred Shares"), issuable in series, of which 13,083,210 Common Shares were issued and outstanding and no Preferred Shares were issued and outstanding as of the date hereof. Each Common Share entitles the holder thereof to one vote at meetings of shareholders of the Corporation and to receive dividends if, as and when declared by the board of directors of Tecsys (the "Board of Directors") and to participate upon liquidation or winding-up of the Corporation in the distribution of the assets of the Corporation, subject to the rights of holders of any class ranking prior to the Common Shares.

Tecsys may from time to time issue Preferred Shares in one or more series as determined by the Board of Directors. The Preferred Shares rank ahead of the Common Shares with respect to the payment of dividends and return of capital. The holders of Preferred Shares are not entitled to vote at meetings of the shareholders of the Corporation except as required pursuant to applicable law.

CONSOLIDATED CAPITALIZATION

There have been no material changes in the Corporation's share or loan capital on a consolidated basis since January 31, 2020, being the date of the most recently filed condensed interim consolidated financial statements. As at April 14, 2020, there were 13,083,210 Common Shares outstanding. After giving effect to the Offering, 14,242,630 Common Shares will be issued and outstanding and the consolidated capitalization of the Corporation will increase by approximately $18,474,995.25(1). If the Over-Allotment Option is exercised in full, 14,416,543 Common Shares will be issued and outstanding and the consolidated capitalization of the Corporation will increase by approximately $21,324,994.54(1) .

Note:

(1) Aggregate gross proceeds to the Corporation, less the Underwriters' Fees and the estimated expenses of the Offering (exclusive of any taxes).

TRADING PRICE AND VOLUME

The Common Shares trade on the TSX under the trading symbol "TCS".

The following table(1) sets forth the price range and trading volume of the Common Shares as reported by the TSX for the periods indicated in the twelve month period before the date hereof. Additional historical trading information in respect of the Common Shares is contained in the AIF under the heading "Market for Securities".

Period	High	Low	Volume
2020
April (1-13)(2)	$19.88	$16.00	94,435
March	$21.40	$13.23	823 141
February	$21.73	$16.74	118 961
January	$22.19	$20.26	662 088
2019
December	$22.58	$17.00	257 856
November	$17.00	$15.50	39 478
October	$16.32	$14.86	72 183
September	$15.73	$13.20	111 945
August	$14.00	$12.52	24 948
July	$13.85	$12.43	110 235
June	$14.89	$13.59	105 723
May	$15.57	$13.52	215 630
April	$14.81	$13.65	369 391

Notes:

(1) Source: TMX Money website.

(2) On April 6, 2020, the day of the public announcement of this Offering, the closing price of the Common Shares on the TSX was $19.48 and on April 13, 2020, the last complete trading day prior to the filing of this Prospectus, the closing price of the Common Shares on the TSX was $19.21.

PLAN OF DISTRIBUTION

Pursuant to the Underwriting Agreement dated April 14, 2020, Tecsys has agreed to issue and sell an aggregate of 1,159,420 Offered Shares to the Underwriters, and the Underwriters have severally, and not jointly, or jointly and severally, agreed to purchase such Offered Shares on the Closing Date, subject to the terms and conditions set forth in the Underwriting Agreement, at a price of $17.25 per Offered Share. In consideration for their services in connection with the Offering, the Underwriters will be paid a fee of $0.8625 per Offered Share by Tecsys in proportion to the Common Shares offered by each of them. Tecsys has also agreed to pay for certain expenses of the Underwriters in connection with the Offering. The Offering Price was determined by negotiation between Tecsys and the Co-Lead Underwriters, on their own behalf and on behalf of the other Underwriters.

Tecsys has also granted to the Underwriters the Over-Allotment Option to purchase up to an additional 173,913 Offered Shares, or up to 15% of the Offered Shares issued pursuant to the Offering, at the Offering Price, on the same terms and conditions as the Offering, exercisable in whole or in part at any time until the date that is 30 days following the Closing Date, to cover overallotments and for market stabilization purposes. If the Over-Allotment Option is exercised in full, the total price to the public, Underwriters' Fee and net proceeds to Tecsys (before deducting expenses of the Offering) under the Offering will be $22,999,994.25, $1,149,999.71 and $21,849,994.54, respectively. This Prospectus also qualifies the distribution of the Offered Shares issuable pursuant to the exercise of the Over-Allotment Option. A purchaser who acquires Offered Shares forming part of the Underwriters' over-allocation position acquires those Offered Shares under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. The Underwriters are entitled under the Underwriting Agreement to customary indemnification by the Corporation against certain liabilities and expenses.

It is expected that closing of the Offering (other than any Offered Shares issuable pursuant to the exercise of the Over-Allotment Option) will occur on or about the Closing Date. The Offered Shares (other than any Offered Shares issuable pursuant to the exercise of the Over-Allotment Option) shall be taken up by the Underwriters, if at all, on or before a date not later than 42 days after the date of the receipt for the final short form prospectus in respect of the Offering.

The Underwriters propose to offer the Offered Shares initially at the Offering Price specified herein. After reasonable efforts have been made to sell all of the Offered Shares at the price specified, 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 the event the Offering Price is reduced, the compensation received by the Underwriters will be decreased by the amount that the aggregate price paid by the purchasers for the Offered Shares is less than the gross proceeds paid by the Underwriters to the Corporation for the Offered Shares. Any such reduction will not affect the proceeds received by the Corporation.

The obligations of the Underwriters under the Underwriting Agreement are joint (the meaning of "several" in common law) and not solidary, and may be terminated at their discretion upon the occurrence of certain stated events as set out in the Underwriting Agreement. Such events include: (i) there shall have occurred any material change or change in any material fact, or there shall be discovered any previously undisclosed material change or material fact in relation to the Corporation which was required to be disclosed in this Prospectus (or any amendment thereto) or the final short form prospectus, or otherwise that could in the reasonable opinion of the Underwriter be expected to result in an adverse material change in relation to the Corporation and have an adverse effect on the market price or value of the Common Shares or any other securities of the Corporation; (ii) 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 of national or international consequence or a new or change in any law or regulation which in the opinion of the Co-Lead Underwriters, acting reasonably, seriously adversely affects or involves or may seriously adversely affect or involve the financial markets or the business, operations or affairs of the Corporation and its subsidiaries taken as a whole or the market price or value of the Common Shares; (iii) any inquiry, action, suit, proceeding or investigation (whether formal or informal) is commenced, announced or threatened in relation to the Corporation or any one of the officers or directors of the Corporation 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 (except for any inquiry, investigation or other proceeding or other based upon activities of the Underwriters and not upon activities of the Corporation); (iv) any order, action or proceeding which cease trades or otherwise operates to prevent or restrict the trading of the Common Shares is made or announced by a securities regulatory authority; (v) the Corporation does not file and obtain a receipt in respect of the final short form prospectus on or before 5:00 p.m. (Montreal time) on April 21, 2020, or on such later date as the Corporation and the Co-Lead Underwriters may mutually agree; or (vi) the Corporation is in breach of any term, condition or covenant of the Underwriting Agreement in any material respect or any representation or warranty given by the Corporation in the Underwriting Agreement is or becomes false in any material respect (other than such representations and warranties which are already qualified by materiality and which shall be true and correct in all respects).

The Underwriters are, however, obligated to take up and pay for all of the Offered Shares if any of the Offered Shares are purchased under the Underwriting Agreement.

Tecsys has been advised by the Underwriters that, in connection with the Offering and subject to applicable laws, the Underwriters may effect transactions that stabilize or maintain the market price of the Common Shares at levels other than those that might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time.

Tecsys has agreed that prior to the date that is 90 days after the Closing Date, it will not directly or indirectly, offer, issue, pledge, sell, contract to sell, announce an intention to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise lend, transfer, or otherwise dispose of, any additional Common Shares or any securities convertible or exchangeable into Common Shares, other than (i) pursuant to the exercise of the Over-Allotment Option; (ii) the grant or exercise of stock options and other similar issuances pursuant to the Corporation's stock option plan and other share compensation arrangements in place prior to the Closing Date; (iii) pursuant to outstanding warrants; and (iv) to satisfy any other currently outstanding instruments or other contractual commitments in relation to any transaction that has been disclosed to the Underwriters, without the prior written consent of the Co-Lead Underwriters, on behalf of the Underwriters, such consent not to be unreasonably withheld.

The Closing will be conditional upon all directors and senior officers of the Corporation agreeing, in a lock-up agreement to be executed concurrently with the closing of the Offering, not to, directly or indirectly, offer, sell, dispose of or otherwise monetize the economic value of any of their Common Shares during the 90-day period commencing on the day after the Closing Date subject to the following exceptions: (i) if the Corporation receives an offer, which has not been withdrawn, to enter into a transaction or arrangement, or proposed transaction or arrangement, pursuant to which, if entered into or completed substantially in accordance with its terms, a party could, directly or indirectly acquire an interest (including an economic interest) in, or become the holder of, 100% of the total number of Common Shares in the Corporation, whether by way of takeover offer, scheme of arrangement, shareholder approved acquisition, capital reduction, share buyback, securities issue, reverse takeover, dual-listed Corporation structure or other synthetic merger, transaction or arrangement; (ii) in respect of sales to affiliates of such directors and senior officers of the Corporation; (iii) as a result of the death of such directors and senior officers of the Corporation, and (iv) the donation of Common Shares by such directors and senior officers to a charitable organization, provided that such charitable organization agrees to enter into a lock up agreement for the balance of the lock up period on substantially the same terms as the lock-up agreement.

Tecsys has applied to list the Offered Shares distributed under this Prospectus pursuant to the Offering. Listing of such securities is subject to Tecsys fulfilling all of the listing requirements of the TSX.

CDS Book-Based Holdings

Other than pursuant to certain exceptions, the Offering will be effected only through the book-based system administered by CDS or its nominee and the Offered Shares will be deposited with CDS on the Closing Date. A purchaser of Offered Shares will receive only a customer confirmation from an Underwriter or other registered dealer who is a CDS participant through which the Offered Shares are purchased. Such securities must be purchased or transferred through a CDS participant and all rights of holders of such securities must be exercised through, and all payments or other property to which such holder is entitled will be made or delivered by, CDS or the CDS participant through which the holder holds such securities. Beneficial owners of Common Shares will not, except in certain limited circumstances, be entitled to receive physical certificates evidencing their ownership of Offered Shares.

USE OF PROCEEDS

Based on the issuance of 1,159,420 Offered Shares pursuant to the Offering for aggregate gross proceeds of $19,999,995, less the Underwriters' Fee of $999,999.75 and the estimated expenses of the Offering of $525,000 (exclusive of any taxes), the net proceeds to Tecsys from the sale of the Offered Shares will be approximately $18,474,995.25. If the Over-Allotment Option is exercised in full, based on the issuance of 1,333,333 Offered Shares pursuant to the Offering for aggregate gross proceeds of $22,999,994.25, less the Underwriters' Fee of $1,149,999.71 and the estimated expenses of the Offering of $525,000 (exclusive of any taxes), the net proceeds to Tecsys from the sale of the Offered Shares, including pursuant to the Over-Allotment Option, will be $21,324,994.54. See "Plan of Distribution".

The Corporation expects to use the net proceeds of the Offering for working capital and general corporate purposes. The Corporation invests its cash balances in accordance with its investment policy as approved by the Board of Directors. This generally results in cash being invested in bank deposits. The Corporation believes that a strong balance sheet is a key decision criterion in the vendor selection process of some of the Corporation's largest target customers.

While the Corporation currently anticipates that it will use the net proceeds of the Offering received by it as set forth above, the Corporation may re-allocate the net proceeds of the Offering from time to time having consideration to its strategy relative to the market and other conditions in effect at the time, including potential acquisitions. See "Risk Factors".

PRIOR SALES

The following summarizes the issuances by the Corporation of Common Shares or securities exercisable for or convertible into Common Shares in the twelve-month period prior to the date of this Prospectus.

Date of Issuance	Securities	Number of Securities	Price per Security
July 3, 2019	Options(1)	466,609	$14.29
December 23, 2019	Common Shares(2)	834	$14.29

Notes:

(1) On July 3, 2019, the Corporation granted a total of 466,609 options to purchase Common Shares at an exercise price of $14.29 per option pursuant to the Corporation's stock option plan.

(2) On December 23, 2019, the Corporation issued a total of 834 Common Shares at a price of $14.29 per Common Share pursuant to the Corporation's stock option plan.

INTEREST OF EXPERTS

Certain legal matters relating to the Offering will be reviewed by McCarthy Tétrault LLP, on behalf of Tecsys, and Dentons Canada LLP, on behalf of the Underwriters. As of the date hereof, the partners and associates of McCarthy Tétrault LLP, as a group, and Dentons Canada LLP, as a group, each own, directly or indirectly, less than 1% of the Common Shares, respectively.

The Corporation's auditors are KPMG LLP ("KPMG"). KPMG has prepared an independent auditors' report dated July 3, 2019 in respect of the Annual Financial Statements and has advised that it is independent with respect to the Corporation within the meaning of the Code of Ethics of the Ordre des comptables professionnels agréés du Québec.

ELIGIBILITY FOR INVESTMENT

In the opinion of McCarthy Tétrault LLP, counsel to Tecsys, and Dentons Canada LLP, counsel to the Underwriters, based on the current provisions of the Income Tax Act (Canada), as amended, including the regulations promulgated thereunder ("Tax Act") and provided the Offered Shares are listed on a designated stock exchange (which currently includes the TSX) at all relevant times, the Offered Shares acquired pursuant to the Offering will be qualified investments for purposes of the Tax Act for trusts governed by registered retirement savings plans ("RRSP"), registered retirement income funds ("RRIF"), registered education savings plans ("RESP"), deferred profit sharing plans, registered disability savings plans ("RDSP") and tax free savings accounts ("TFSA") (each as defined in the Tax Act).

Notwithstanding the foregoing, the holder of the TFSA or RDSP, the annuitant of the RRSP or RRIF, or the subscriber of the RESP, as applicable, will be subject to a penalty tax in respect of the Offered Shares held in the TFSA, RRSP, RRIF, RESP or RDSP, as applicable, if such Offered Shares are "prohibited investments" under the Tax Act for such plan. The Offered Shares generally will not be "prohibited investments" unless the holder of the TFSA or RDSP, the annuitant of the RRSP or RRIF, or the subscriber of the RESP, as the case may be: (i) does not deal at arm's length with Tecsys for purposes of the Tax Act; or (ii) has a "significant interest" (as defined in the Tax Act) in Tecsys. In addition, the Offered Shares generally will not be a prohibited investment if such shares are "excluded property" (as defined in the Tax Act) for trusts governed by a TFSA, RRSP, RRIF, RESP or RDSP.

Holders who intend to hold Offered Shares in a TFSA, RRSP, RRIF, RDSP or RESP should consult their own tax advisors.

RISK FACTORS

An investment in the Offered Shares involves a number of risks. Before investing, prospective subscribers of the Offered Shares should carefully consider, in light of their own financial circumstances, the factors set out below, as well as other information and risk factors contained in or incorporated by reference in this Prospectus, including those risk factors set forth under the heading "Risk Factors" in the AIF and those risk factors set forth under the heading "Risks and Uncertainties" in the Annual MD&A, which are incorporated by reference herein.

Volatility of Market Price of Common Shares

The market price of the Common Shares may be volatile. The volatility may affect the ability of holders of Common Shares to sell the Common Shares at an advantageous price. Market price fluctuations in the Common Shares may be due to the Corporation's operating results failing to meet the expectations of securities analysts or investors in any quarter, downward revision in securities analysts' estimates, governmental regulatory action, adverse changes in general market conditions or economic trends, acquisitions, dispositions or other material public announcements by Tecsys or its competitors, along with a variety of additional factors, including, without limitation, those set forth under the heading "Special Note Regarding Forward-Looking Statements" in this Prospectus and under the heading "Special note regarding forward-looking statements" in the AIF.

In addition, the market price for securities in stock markets may experience significant price and trading fluctuations. These fluctuations may result in volatility in the market prices of securities that is often unrelated or disproportionate to changes in operating performance. These broad market fluctuations may adversely affect the market prices of the Common Shares.

Payment of Dividends

Payment of dividends on the Common Shares is dependent on cash flows of the Corporation's business and subject to change. The declaration and payment of future dividends will be at the discretion of the Board of Directors, and may be affected by various factors, including the Corporation's revenues, financial condition, acquisitions and legal, regulatory or contractual restrictions. There can be no assurance that Tecsys will be in a position to pay dividends at the rate anticipated (or at all) in the future. A reduction or cessation of the payment of dividends could materially adversely affect the trading price of the Common Shares.

Alternative Use of Proceeds

Tecsys currently intends to allocate the proceeds received from the Offering as described under "Use of Proceeds" in this Prospectus. However, management will have discretion in the actual application of the proceeds and may elect to allocate proceeds differently from that described in "Use of Proceeds" if it is believed it would be in the best interests of Tecsys to do so if circumstances change. The failure by management to apply these funds effectively could have a material adverse effect on the business of Tecsys.

Forward-Looking Statements or Information May Prove Inaccurate

Investors are cautioned not to place undue reliance on forward-looking statements or information. By its nature, forwardlooking statements or information involves numerous assumptions, known and unknown risks and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking statements or information or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate.

Impact of Future Financings

In order to fund future operations, acquisitions and growth objectives, Tecsys may raise funds through the issuance of additional Common Shares or the issuance of debt instruments or securities convertible into Common Shares. Tecsys cannot predict the size of future issuances of Common Shares or the issuance of debt instruments or other securities convertible into Common Shares or the effect, if any, that future issuances and sales of the Corporation's securities will have on the market price of the Common Shares.

Dilution of Investment

The Corporation may issue additional Common Shares in the future, which may dilute a shareholder's holdings in the Corporation. The Corporation's articles permit the issuance of an unlimited number of Common Shares, and shareholders will have no pre-emptive rights in connection with such further issuances. The Offering Price will significantly exceed the net tangible book value per Common Share. Accordingly, if an investor purchases Common Shares under the Offering, the investor will incur immediate and substantial dilution of its investment.

Concentration of Ownership

Immediately after the closing of the Offering and without taking into account any exercise of the Over-Allotment Option, David Brereton, the Executive Chairman (including the Common Shares owned by Dabre Inc.) and Kathryn Ensign-Brereton will own or control 14.15% and 7.23%, respectively, of the outstanding Common Shares. These shareholders will continue to be in a position to exercise significant influence over matters requiring shareholder approval, including the election of directors and the determination of significant corporate actions, after the Closing Date. As well, these shareholders could delay or prevent a change in control of the Corporation, including a change of control resulting from a take-over bid, which could otherwise be beneficial to the Corporation's shareholders.

The Corporation's Operations Could Be Adversely Affected by Events Outside of its Control, such as Natural Disasters, Wars or Health Epidemics

COVID-19 has had disruptive effects on the global economy and such impact and increased uncertainty has increased volatility in worldwide financial markets. Although the full extent of the impact of the outbreak is uncertain, increased or prolonged economic disruption as a result of the coronavirus may have an adverse impact on the Corporation's results of operations or financial condition.

CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of McCarthy Tétrault LLP, counsel to Tecsys, and Dentons Canada LLP, counsel to the Underwriters, the following summary describes, as of the date hereof, the principal Canadian federal income tax considerations pursuant to the Tax Act generally applicable to a holder who: (i) acquires the Offered Shares pursuant to this Offering as beneficial owner; (ii) for purposes of the Tax Act and at all relevant times, acquires and holds the Offered Shares as capital property; and (iii) for purposes of the Tax Act and at all relevant times, deals at arm's length and is not affiliated with the Corporation and the Underwriters (a "Holder"). Generally, the Offered Shares will be considered to be capital property to a Holder thereof provided that the Holder does not hold or use the Offered Shares in the course of carrying on a business of trading or dealing in securities and such Holder has not acquired them or been deemed to have acquired them in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary is not applicable to a Holder: (i) that is a "financial institution" (as defined in the Tax Act for the purposes of the mark-to-market rules); (ii) that has an interest in which would be a "tax shelter investment" (as defined in the Tax Act); (iii) that is a "specified financial institution" (as defined in the Tax Act); (iv) a holder that has elected to report its "Canadian tax results" (as defined in the Tax Act) in a currency other than Canadian currency; (v) who enters into or has entered into a "synthetic disposition arrangement" or a "derivative forward agreement" (as defined in the Tax Act) with respect to the Offered Shares; (vi) that receives dividends on Offered Shares under or as part of a "dividend rental arrangement" (as defined in the Tax Act); or (vii) that is a corporation resident in Canada and is, or becomes, as part of a transaction or event or series of transactions or events that includes the acquisition of Offered Shares, controlled by a non-resident person, or, if no single nonresident person has or acquires control, by a group of non-resident persons that do not deal with each other at arm's length for the purposes of the "foreign affiliate dumping" rules in section 212.3 of the Tax Act. Such investors should consult their own tax advisors with respect to an investment in the Offered Shares.

This summary is based upon: (i) the provisions of the Tax Act and the Regulations in force as of the date hereof; (ii) all specific proposals to amend the Tax Act and the Regulations that have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Proposed Amendments"); and (iii) counsel's understanding of the current published administrative and assessing policies and practices of the Canada Revenue Agency (the "CRA") published in writing by the CRA prior to the date hereof. This summary assumes the Proposed Amendments will be enacted in the form proposed, however, no assurance can be given that the Proposed Amendments will be enacted in the form proposed, if at all. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Proposed Amendments, does not take into account any changes in the law, whether by legislative, regulatory, administrative governmental or judicial decision or action, nor does it take into account provincial, territorial or foreign tax considerations, which may differ significantly from those discussed herein. This summary also does not take into account any change in the administrative policies or assessing practices of the CRA.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular holder or prospective Holder of Offered Shares, and no representations with respect to the tax consequences to any holder or prospective Holder are made therein. Consequently, holders and prospective Holders of Offered Shares should consult their own tax advisors for advice with respect to the tax consequences to them of acquiring Offered Shares pursuant to this Offering, having regard to their particular circumstances.

Holders Resident in Canada

The following discussion applies to a Holder who, at all relevant times, for purposes of the Tax Act and any applicable income tax treaty or convention, is or is deemed to be resident in Canada (a "Resident Holder"). Certain Resident Holders who might not otherwise be considered to hold their Offered Shares as capital property may, in certain circumstances, be entitled to have their Offered Shares, and all other "Canadian securities" (as defined in the Tax Act) owned by such holders, treated as capital property by making the irrevocable election permitted by subsection 39(4) of the Tax Act. Such Resident Holders should consult their own tax advisors regarding this election.

Receipt of Dividends on Offered Shares

Dividends received or deemed to be received on Offered Shares held by a Resident Holder will be included in the Canadian Resident Holder's income for the purposes of the Tax Act.

Such dividends received by a Resident Holder that is an individual (other than certain trusts) will be subject to the gross-up and dividend tax credit rules in the Tax Act normally applicable to dividends received from taxable Canadian corporations, including the enhanced gross-up and dividend tax credit in respect of dividends designated by the Corporation as "eligible dividends" in accordance with the provisions of the Tax Act. There may be limitations on the ability of the Corporation to designate dividends as "eligible dividends" and the Corporation has made no commitments in this regard. Any such designation will be disclosed by the Corporation on its website unless otherwise notified.

Taxable dividends received or deemed to be received by a Resident Holder who is an individual (other than certain trusts) may result in such Resident Holder being liable for alternative minimum tax under the Tax Act. Resident Holders who are individuals should consult their own tax advisors in this regard.

A Resident Holder that is a corporation will include dividends received or deemed to be received on Offered Shares in computing its income and generally will be entitled to deduct the amount of such dividends in computing its taxable income subject to all relevant restrictions under the Tax Act. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received or deemed to be received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors with respect to the application of subsection 55(2) of the Tax Act having regard to their own circumstances.

A Resident Holder that is a "private corporation" or "subject corporation" (as such terms are defined in the Tax Act) may be liable under Part IV of the Tax Act to pay an additional tax (refundable under certain circumstances) on dividends received or deemed to be received on the Offered Shares to the extent such dividends are deductible in computing the Resident Holder's taxable income.

Disposition of Offered Shares

A disposition or a deemed disposition of an Offered Share (other than to the Corporation unless purchased by the Corporation in the open market in the manner in which shares are normally purchased by any member of the public in the open market) by a Resident Holder will generally result in the Resident Holder realizing a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition of the Offered Share exceed (or are less than) the aggregate of the adjusted cost base to the Resident Holder thereof and any reasonable costs of disposition. Such capital gain (or capital loss) will be subject to the tax treatment described below under "Taxation of Capital Gains and Capital Losses". The cost to a Resident Holder of Offered Shares acquired pursuant to this Offering will be determined by averaging the cost of such Offered Shares with the adjusted cost base of all other Offered Shares (if any) held by the Resident Holder as capital property at that time.

Taxation of Capital Gains and Capital Losses

Generally, one-half of any capital gain (a "taxable capital gain") realized by a Resident Holder in a taxation year must be included in the Resident Holder's income for the year, and one-half of any capital loss (an "allowable capital loss") realized by a Resident Holder in a taxation year must be deducted from taxable capital gains realized by the Resident Holder in that year. Allowable capital losses in excess of taxable capital gains realized in a taxation year generally may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years (but not against other income), to the extent and under the circumstances described in the Tax Act.

The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition or deemed disposition of an Offered Share may, in certain circumstances, be reduced by the amount of any dividends received or deemed to be received by it on such Offered Share (or on a share for which the Offered Share has been substituted) to the extent and under the circumstances described by the Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that owns Offered Shares, directly or indirectly, through a partnership or a trust. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

A Resident Holder that is, throughout the relevant taxation year, a "Canadian-controlled private corporation", as defined in the Tax Act, may be liable to pay an additional tax (refundable under certain circumstances) on its "aggregate investment income", which is defined in the Tax Act to include taxable capital gains.

Capital gains realized by an individual (including certain trusts) may give rise to liability for alternative minimum tax as calculated under the detailed rules set out in the Tax Act. Resident Holders who are individuals should consult their own tax advisors in this regard.

Holders Not Resident in Canada

The following summary applies to a Holder who, at all relevant times, for purposes of the Tax Act and any relevant income tax treaty or convention: (i) is neither resident nor deemed to be resident in Canada; and (ii) does not, and is not deemed to, use or hold Offered Shares in carrying on a business in Canada (a "Non-Resident Holder"). In addition, this discussion does not apply to a Non-Resident Holder that is "registered non-resident insurer" or "an authorized foreign bank" (as such terms are defined in the Tax Act).

Disposition of Offered Shares

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized by such Non-Resident Holder on a disposition or deemed disposition of an Offered Share unless the Offered Shares constitute "taxable Canadian property" (as defined in the Tax Act) of the Non-Resident Holder at the time of disposition and the Non-Resident Holder is not entitled to relief under an applicable income tax convention between Canada and the country in which the Non-Resident Holder is resident. In addition, capital losses arising on a disposition or deemed disposition of an Offered Share will not be recognized under the Tax Act, unless the Offered Shares constitute "taxable Canadian property" (as defined in the Tax Act) at the time of disposition and the Non-Resident Holder is not entitled to relief under an applicable income tax convention between Canada and the country in which the Non-Resident Holder is resident.

Provided the Offered Shares are listed on a "designated stock exchange", as defined in the Tax Act (which currently includes the TSX), at the time of disposition, Offered Shares generally will not constitute taxable Canadian property of a Non-Resident Holder, unless at any time during the 60 month period that ends at the time of the disposition of the Offered Shares: (i)(a) the Non-Resident Holder; (b) persons with whom the Non-Resident Holder did not deal at arm's length; (c) partnerships in which the Non-Resident Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships; or (d) the Non-Resident Holder together with such persons, owned 25% or more of the issued shares of any class of the capital stock of the Corporation; and (ii) more than 50% of the fair market value of the Offered Shares was derived directly or indirectly from one or any combination of: (a) real or immovable property situated in Canada; (b) "Canadian resources properties" (as defined in the Tax Act); (c) "timber resource properties" (as defined in the Tax Act); and (d) options in respect of, or interests in or for civil law rights in, property described in (a) to (c), whether or not such property exists. Notwithstanding the foregoing, Offered Shares may otherwise be deemed to be taxable Canadian property to a Non-Resident Holder for purposes of the Tax Act.

A Non-Resident Holder contemplating a disposition of Offered Shares that may constitute taxable Canadian property should consult a tax advisor prior to such disposition.

In the event that an Offered Share constitutes taxable Canadian property of a Non-Resident Holder and any capital gain that would be realized on the disposition thereof is not exempt from tax under the Tax Act or pursuant to an applicable income tax convention, the income tax consequences discussed above for Resident Holders under "Disposition of Offered Shares" will generally apply to the Non-Resident Holder.

Receipt of Dividends on Offered Shares

Any dividends paid or credited, or deemed to be paid or credited, on the Offered Shares to a Non-Resident Holder will be subject to Canadian withholding tax at the rate of 25% of the gross amount of the dividend unless the rate is reduced under the provisions of an applicable income tax convention between Canada and the Non-Resident Holder's country of residence. For instance, where the Non-Resident Holder is a resident of the United States that is entitled to full benefits under the Canada-United States Income Tax Convention (1980) as amended (the "Treaty"), and is the beneficial owner of the dividends, the rate of Canadian withholding tax applicable to dividends is generally reduced to 15% (or 5% in the case of a Non-Resident Holder that is a corporation entitled to full benefits under the Treaty beneficially owning at least 10% of the Corporation's voting shares). Non-Resident Holders should consult their own tax advisors in this regard.

LEGAL PROCEEDINGS

There are no outstanding legal proceedings material to Tecsys to which Tecsys is a party or in respect of which any of its respective properties are subject, nor are any such proceedings known by Tecsys to be contemplated.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditors of Tecsys are KPMG LLP, 600 de Maisonneuve Boulevard West, Suite 1500, Tour KPMG, Montréal, Québec, H3A 0A3.

The transfer agent and registrar for the Common Shares is Computershare Investor Services Inc. at its principal offices in Montréal, Québec and Toronto, Ontario.

TEMPORARY EXEMPTIVE RELIEF

Pursuant to a decision issued by the Autorité des marchés financiers dated April 9, 2020, Tecsys was granted temporary relief from the requirement to file, with this Prospectus, French language versions of the Interim Financial Statements, the Interim MD&A, the AIF and the Business Acquisition Reports, which documents are incorporated by reference in this Prospectus, provided that the French language versions of such documents are filed no later than the time of filing of the final short form prospectus.

STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces, securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages, if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province. Purchasers should refer to any applicable provisions of the securities legislation of the province in which the purchaser resides for the particulars of these rights or consult with a legal advisor.

CERTIFICATE OF TECSYS INC.

Dated: April 14, 2020

This short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of all of the provinces of Canada.

By: (s) Peter Brereton By: (s) Mark J. Bentler

Name: Title: Peter Brereton President and Chief Executive Officer Name: Title: Mark J. Bentler Vice-President, Finance and Administration, Chief Financial Officer and Secretary

ON BEHALF OF THE BOARD OF DIRECTORS

Name: Title: Vernon Lobo Director

By: (s) Vernon Lobo By: (s) David Wayland

Name: Title: David Wayland Director

CERTIFICATE OF THE UNDERWRITERS

Dated: April 14, 2020

To the best of our knowledge, information and belief, this short form prospectus, together with the documents incorporated herein by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of all of the provinces of Canada.

STIFEL NICOLAUS CANADA INC.

By: (s) Derek Lithwick

Name: Title: Derek Lithwick Director

CORMARK SECURITIES INC.

By: (s) James Austen

Name: Title: James Austen Director

LAURENTIAN BANK SECURITIES INC.

By: (s) Joseph Gallucci

Name: Title: Joseph Gallucci Managing Director

ECHELON WEALTH PARTNERS INC.

By: (s) Rob Furse

Name: Rob Furse

Title: President