Tecsys Inc. — Capital/Financing Update 2020

Apr 14, 2020

Execution Version

UNDERWRITING AGREEMENT

April 14, 2020

TECSYS INC. 1 Place Alexis Nihon Suite 800 Montreal, Quebec H3Z 3B8

Attention: Peter Brereton, President and Chief Executive Officer, and Mark Bentler, Chief Financial Officer

Dear Sirs:

Stifel Nicolaus Canada Inc. and Cormark Securities Inc. as Co-Lead Underwriters, on behalf of themselves and Laurentian Bank Securities Inc. and Echelon Wealth Partners Inc. (collectively with the Co-Lead Underwriters, the "Underwriters"), understands that: (i) the Corporation proposes to issue and sell directly to the Underwriters 1,159,420 Shares at the Offering Price per Share for aggregate gross proceeds of approximately $20,000,000 (the "Offering").

The Corporation has also granted to the Underwriters the Over-allotment Option to purchase the Additional Shares, in whole or in part. The terms of the Over-allotment Option are described herein.

Unless the context otherwise requires, all references to Shares shall assume the exercise of the Overallotment Option and shall include any Additional Shares thereby issuable.

The net proceeds of the Offering shall be used by the Corporation substantially in accordance with the disclosure set out under "Use of Proceeds" in the Final Prospectus (as hereinafter defined). The Underwriters and the Corporation acknowledge that the schedules hereto form part of this Agreement.

In consideration of the Underwriters' services to be rendered in connection with the Offering, the Corporation shall pay to the Underwriters a cash fee (the "Underwriters' Fee") in an amount equal to 5% of the gross proceeds received by the Corporation from the issue and sale of the Shares and Additional Shares.

The Offering shall take place in the Qualifying Jurisdictions (as hereinafter defined) and in such other jurisdictions as the Corporation and the Underwriters may agree.

The Shares will not be registered under the U.S. Securities Act (as hereinafter defined) or the securities laws of any state of the United States (as hereinafter defined) and, as contemplated by the U.S. Placement Memorandum (as hereinafter defined) and Schedule "B" hereto, will be (i) offered and sold only within the United States exclusively by the Underwriters, through their U.S. registered broker-dealer affiliates, to Qualified Institutional Buyers (as defined in Rule 144A(a)(1) under the U.S. Securities Act) in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A under the U.S. Securities Act; or (ii) offered and sold by the Underwriters outside the United States in compliance with Rule 903 of Regulation S.

The additional terms and conditions of this underwriting agreement (the "Agreement") are set forth below.

1. DEFINITIONS

1.1 In this Agreement, including any schedules forming a part of this Agreement:

• (a) "Acts" means the Securities Acts or equivalent securities regulatory legislation of the Qualifying Jurisdictions and "Act" means the Securities Act or equivalent securities regulatory legislation of a specified Qualifying Jurisdiction;

• (b) "Additional Shares" means the Shares of the Corporation which will be issued upon exercise of the Over-allotment Option;

• (c) "affiliate" has the meaning given to that term in the Securities Act (Quebec);

• (d) "AIF" means the Annual Information Form on Form 51-102F2 Annual Information Form filed on July 25, 2019 by the Corporation for the year ended April 30, 2019;

• (e) "Applicable Securities Laws" means collectively the Acts and Regulations having application and the rules, policies, notices instruments, orders and prescribed forms issued by the applicable Regulatory Authorities having application;

• (f) "Auditor Translation Opinion" has the meaning given to that term in subsection 4.1(p)(vi);

• (g) "Auditors" means, KPMG LLP, for the Corporation and its Subsidiaries (other than Tecsys A/S (formerly known as PCSYS A/S)) and Inforevision Statsautoriseret Revisionsaktieselskab for Tecsys A/S (formerly known as PCSYS A/S);

• (h) "Closing" means the closing of the sale of the Shares pursuant to the terms of this Agreement;

• (i) "Closing Date" means April 28, 2020, or such other date that the Corporation and the Co-Lead Underwriters, on behalf of the Underwriters, shall mutually agree in writing;

• (j) "Closing Materials" has the meaning given to that term in subsection 4.1(p)(xi) hereto;

• (k) "Co-Lead Underwriters" means collectively, Stifel Nicolaus Canada Inc. and Cormark Securities Inc.;

• (l) "Comfort Letters" has the meaning given to that term in subsection 4.1(p)(i) hereto;

• (m) "Commissions" means the securities regulatory bodies (other than stock exchanges) of the Qualifying Jurisdictions and "Commission" means the securities regulatory body of a specified Qualifying Jurisdiction;

• (n) "Common Shares" means common shares in the capital of the Corporation;

• (o) "Continuous Disclosure Materials" has the meaning given to that term in subsection 3.1(d) hereto;

• (p) "Corporation" means Tecsys Inc.;

• (q) "Corporation's Financial Statements" has the meaning given to that term in subsection 3.1(x) hereto;

• (r) "distribution" (or "distribute" as derived therefrom) has the meaning given to that term in the Securities Act (Québec);

• (s) "Exchange" means the TSX;

• (t) "Exchange Act" has the meaning given to that term in subsection 3.1(i) hereto;

• (u) "Final Prospectus" means the final short form prospectus of the Corporation, in both the English and the French languages, including all documents incorporated therein by reference and including any amendments or supplements thereto, filed in accordance with NI 44-101 for the purpose of qualifying the distribution of the Shares and the Additional Shares (or any amendment thereto) and for which a Receipt has been issued and includes any amendment thereto that is filed with the Commissions;

• (v) "Governmental Authorizations" has the meaning given to that term in subsection 3.1(ggg) hereto;

• (w) "IFRS" means International Financial Reporting Standards;

• (x) "Indemnified Party" or "Indemnified Parties" has the meaning given to those terms in Section 9 hereto;

• (y) "Indemnitor" has the meaning given to that term in section 9.1 hereto;

• (z) "Insider" has the meaning given to that term in subsection 7.1(a) hereto;

• (aa) "Insider Lock Up Agreements" has the meaning given to that term in subsection 7.1(a) hereto;

• (bb) "Intellectual Property" has the meaning given to that term in subsection 3.1(ss) hereto;

• (cc) "Legal Opinions" has the meaning given to that term in subsection 4.1(p)(ii) hereto;

• (dd) "Legal Translation Opinion" has the meaning given to that term in subsection 4.1(p)(v);

• (ee) "Losses" has the meaning given to that term in section 9.1 hereto;

• (ff) "Marketing Materials" has the meaning given to that term in National Instrument 41-101 – General Prospectus Requirements;

• (gg) "material change" has the meaning given to that term in the Securities Act (Québec);

• (hh) "Material Contracts" has the meaning given to that term in subsection 3.1(hh) hereto;

• (ii) "material fact" has the meaning ascribed in the Securities Act (Québec);

• (jj) "misrepresentation" has the meaning given to that term in the Securities Act (Québec);

• (kk) "Named Executive Officers" means each Chief Executive Officer, each Chief Financial Officer and each of the three most highly compensated executive officers, other than each Chief Executive Officer and Chief Financial Officer who were serving as executive officers at the end of the most recently completed financial year and whose total salary and bonus exceeds $150,000 as well as any additional individuals for whom disclosure would have been provided except that the individual was not serving as an officer of the Corporation at the end of the most recently completed financial year end;

• (ll) "National Bank Credit Agreement" means the credit agreement entered into between the Corporation and National Bank of Canada dated January 30, 2019 providing for (i) a $5,000,000 revolving facility and (ii) a $12,000,000 term facility;

• (mm) "NI 44-101" means National Instrument 44-101 Short Form Prospectus Distributions;

• (nn) "NP 11-202" means National Policy 11-202 Process for Prospectus Reviews in Multiple Offering Jurisdictions;

• (oo) "Offering" has the meaning given to that term on page 1 of this Agreement;

• (pp) "Offering Price" means $17.25 per Share;

• (qq) "Officers' Certificate" has the meaning given to that term in subsection 4.1(p)(vii) hereto;

• (rr) "Over-allotment Expiry Date" has the meaning given to that term in section 10.1 hereto;

• (ss) "Over-allotment Option" has the meaning given to that term in section 10.1 hereto;

• (tt) "Over-allotment Option Closing" means the closing of the sale of the Additional Shares pursuant to the terms of this Agreement;

• (uu) "Over-allotment Option Closing Date" means the date or the dates that an Overallotment Option Closing occurs;

• (vv) "Over-allotment Option Closing Time" means the time on the Over-allotment Option Closing Date at which the Over-allotment Option Closing occurs;

• (ww) "Person" means an entity recognized by the law as separate and independent, with legal rights and existence;

• (xx) "Personnel" has the meaning given to that term in section 9.1 hereto;

• (yy) "Preliminary Prospectus" means the preliminary short form prospectus of the Corporation dated April 14, 2020, in both the English and French languages, including all documents incorporated therein by reference, filed in accordance with NI 44-101 for the purpose of qualifying the distribution of the Shares and the Additional Shares (or any amendment thereto) and for which a Receipt has been issued and includes any amendment thereto that is filed with the Commissions;

• (zz) "Principals" has the meaning given to that term in subsection 3.1(dd)(i) hereto;

• (aaa) "Prospectuses" means collectively the Preliminary Prospectus and the Final Prospectus;

• (bbb) "Purchasers" means, collectively, each of the purchasers of Shares arranged by the Underwriters pursuant to the Offering, including, if applicable, the Underwriters;

• (ccc) "Qualifying Jurisdictions" means all of the Provinces of Canada and "Qualifying Jurisdiction" means any one of them;

• (ddd) "Receipt" means a receipt issued by the Autorité des marchés financiers, as principal regulator, which evidences the receipt by the Commissions in each of the Qualifying Jurisdictions for the Preliminary Prospectus and the Final Prospectus, as the case may be;

• (eee) "Regulations" means the securities rules or regulations proclaimed under the Acts and "Regulation" means the securities rules or regulations proclaimed under a specified Act;

• (fff) "Regulatory Authorities" means collectively the Commissions and the Exchange;

• (ggg) "Rights" has the meaning given to that term in subsection 3.1(ss) hereto;

• (hhh) "Selling Jurisdictions" means the Qualifying Jurisdictions, the United States and such other jurisdictions consented to by the Corporation and the Co-Lead Underwriters where Shares are sold pursuant to this Agreement;

• (iii) "Shares" means the Common Shares of the Corporation being sold pursuant to the Offering including, unless the context clearly requires otherwise, the Common Shares being sold upon exercise of the Over-allotment Option;

• (jjj) "Subsidiaries" has the meaning given to that term in subsection 3.1(a) hereto;

• (kkk) "subsidiary" has the meaning given to that term in the Canada Business Corporations Act;

• (lll) "Supplementary Material" has the meaning given to that term in subsection 4.1(h) hereto;

• (mmm) "Template Version" has the meaning given to that term in National Instrument 41-101 General Prospectus Requirements;

• (nnn) "Time of Closing" means the time on the Closing Date at which the Closing occurs;

• (ooo) "trade" has the meaning given to that term in the Securities Act (Québec), unless the context requires otherwise;

• (ppp) "TSX" means the Toronto Stock Exchange;

• (qqq) "Underwriters" has the meaning given to that term on page 1 of this Agreement;

• (rrr) "Underwriters' Expenses" has the meaning given to that term in section 5.2;

• (sss) "Underwriters' Fee" has the meaning given to that term on page 1 of this Agreement;

• (ttt) "United States" means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

• (uuu) "U.S. Legal Opinion" has the meaning given to that term in subsection 4.1(p)(iii);

• (vvv) "U.S. Placement Agent" has the meaning ascribed thereto in Schedule "B" hereto;

• (www) "U.S. Placement Memorandum" means the U.S. private placement memorandum, the preliminary version of which is attached to a copy of the Prospectuses to be delivered to offerees and purchasers of the Shares in the United States, supplemented with "wrap" pages describing, among other things, restrictions imposed under the U.S. Securities Act; and;

• (xxx) "U.S. Securities Act" means the United States Securities Act of 1933, as amended.

Unless otherwise stated, all references to dollar figures in this Agreement are to Canadian dollars.

2. NATURE OF THE TRANSACTION

2.1 Subject to the terms and conditions of this Agreement, the Underwriters offer to purchase as principals the Shares (excluding the Additional Shares), jointly (the meaning of "severally" in common law) and not solidarily, in the respective percentages set out in section 6.1 hereof. By acceptance of this Agreement, the Corporation agrees to sell to the Underwriters and the Underwriters agree to purchase, at the Time of Closing on the Closing Date all, but not less than all, of the Shares (excluding the Additional Shares). After a reasonable effort has been made to sell all of the Shares at the Offering Price, the Underwriters may subsequently reduce the selling price to investors from time to time, provided that any such reduction in the Offering Price shall not affect the aggregate Offering Price less the Underwriters' Fees payable to the Corporation.

• 2.2 In the event the Underwriters exercise their right pursuant to the Over-allotment Option to purchase Additional Shares, the Corporation hereby agrees to sell to the Underwriters and the Underwriters agree to purchase that number of Additional Shares so exercised.
• 2.3 The completion of the Offering is conditional upon, among other things, the Corporation obtaining a Receipt from the Autorité des marchés financiers in its capacity as principal regulator evidencing that a receipt has been issued for the Prospectuses by the Commissions in the Qualifying Jurisdictions qualifying the distribution by the Corporation of the Shares and the Additional Shares to purchasers resident in such provinces.
• 2.4 The distribution of the Shares and any Additional Shares shall be qualified by the Prospectuses under Applicable Securities Laws in the Qualifying Jurisdictions. The Shares may also be distributed in such other jurisdictions as the Corporation and the Co-Lead Underwriters may agree from time-to-time.
• 2.5 The Corporation will make an application with the Exchange to list the Shares and, prior to the Closing Date, the Exchange shall have conditionally approved such listing subject to fulfillment of standard conditions.
• 2.6 The Corporation agrees that the Underwriters will be permitted to appoint other registered dealers as their agents to assist in the Offering and that the Underwriters may determine the remuneration payable to such other dealers appointed by them. Such remuneration shall be payable by the Underwriters. The Underwriters shall obtain undertakings from such other dealers to offer the Shares for sale only as permitted by Applicable Securities Laws, upon the terms and conditions set forth in the Prospectuses and as set forth herein.
• 2.7 Each Underwriter covenants, represents and warrants to the Corporation that it will comply with the rules and policies of the Exchange and with all Applicable Securities Laws of each Qualifying Jurisdiction in which it acts as underwriter of the Corporation in connection with the Offering.

3. REPRESENTATIONS AND WARRANTIES

• 3.1 The Corporation represents and warrants to the Underwriters, and acknowledges that the Underwriters are relying upon such representations and warranties in entering into this Agreement, that:
  • (a) the subsidiaries listed in Schedule "A" (the "Subsidiaries") are the only subsidiaries of the Corporation and the Corporation is not a partner of any partnerships or limited partnerships, and the Corporation has no material shareholdings in any other corporation or business corporation;
  • (b) none of the Subsidiaries, other than Tecsys A/S and OrderDynamics Corp., own any assets or carry on any operations which are material to the business of the Corporation and the Subsidiaries, taken as a whole;
  • (c) the Corporation and each of the Subsidiaries is a duly incorporated company in good standing under the laws of its jurisdiction of incorporation;
  • (d) all documents published or filed by the Corporation with the Regulatory Authorities in compliance, or intended compliance, with Applicable Securities Laws (the "Continuous Disclosure Materials") within two years from the date of this Agreement contained no

untrue statement of a material fact as at the respective dates of such documents nor do they omit to state a material fact which, at their respective dates, was required to have been stated or was necessary to prevent a statement that was made from being false or misleading in the circumstances in which it was made;

• (e) the AIF satisfies the applicable form and content requirements of Applicable Securities Laws in all material respects;
• (f) the Corporation meets the criteria and has complied with the requirements of NI 44-101 so as to allow it to offer securities using a short form prospectus;
• (g) the Corporation's ownership of the securities of the Subsidiaries is accurately disclosed in Schedule "A" to this Agreement, there are no other securities of the Subsidiaries issued and outstanding, no person, firm or corporation has any agreement or option, or any right or privilege capable of becoming any agreement for the purchase, subscription or issuance of any securities of the Subsidiaries, and all securities listed in Schedule "A" are beneficially owned by the Corporation free and clear of all material liens, charges and encumbrances of any kind whatsoever other than as provided by the National Bank Credit Agreement or as disclosed in the Continuous Disclosure Materials or the Prospectuses;
• (h) the Corporation is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador and the Corporation is not in material default of any of the requirements of the Applicable Securities Laws of these jurisdictions;
• (i) the Common Shares are not registered under Section 12(g) of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Corporation is not required to file reports under Section 13(a) or 15(d) of the Exchange Act with the United States Securities and Exchange Commission;
• (j) the Common Shares are listed for trading on the Exchange and the Corporation is not in material default of any of the listing requirements of the Exchange applicable to the Corporation;
• (k) as of the date hereof, the authorized capital of the Corporation consists of an unlimited number of Common Shares without par value and an unlimited number of Class A preferred shares without par value of which, as of the date hereof 13,083,210 Common Shares are issued and outstanding as fully paid and non-assessable shares and no preferred shares are issued and outstanding;
• (l) other than in accordance with the Corporation's stock option plan authorized by the board of directors of the Corporation on July 5, 2018 and approved by the shareholders of the Corporation on September 6, 2018, the Corporation is not a party to and has not granted any currently outstanding right, agreement, option (whether present or future, contingent or absolute) or privilege capable of becoming a right, agreement or option for the purchase, subscription or issuance, allotment or other acquisition of any Common Shares for securities convertible into or exchangeable for Common Shares or to require the Corporation to purchase, redeem or otherwise acquire any of its issued and outstanding Common Shares;
• (m) Computershare Investor Services Inc., at its principal offices in Montreal has been duly appointed as the registrar and transfer agent for the Common Shares;
• (n) to the best of the Corporation's knowledge, there are not now, and at the Time of Closing, there will not be, any shareholder agreements, pooling agreements, voting trusts or other

similar agreements with respect to the ownership or voting of any of the securities of the Corporation or pursuant to which any Person may have any right or claim in connection with any existing or past equity interest in the Corporation;

• (o) upon their issuance pursuant to the Offering, the Shares will be validly issued and outstanding as fully paid and non-assessable Common Shares registered as directed by the Underwriters, and, to the best of its knowledge, not subject to any liens, charges or encumbrances of any kind whatsoever under Canadian law;

• (p) the issuance of Common Shares by the Corporation is not subject to any pre-emptive or other contractual right to purchase securities granted by the Corporation or to which the Corporation is subject;

• (q) the corporate records and the minute books of the Corporation and the Subsidiaries contain, in all material respects, all records of the meetings and proceedings of their respective directors, shareholders and other committees, if any, since their respective incorporations;

• (r) the Corporation and each of the Subsidiaries has the corporate power and capacity to own the assets owned by it and to carry on the business carried on by it, and the Corporation and each of the Subsidiaries hold all necessary licences and permits that are required for carrying on their respective businesses in the manner in which such businesses have been carried on and is duly qualified to carry on business in all jurisdictions in which it carries on business except where failure to hold such licence or permit or to be so qualified would not have a material adverse effect upon the Corporation and the Subsidiaries, taken as a whole;

• (s) the Corporation and each of the Subsidiaries have good title to their respective material assets disclosed in the Prospectuses, free and clear of all liens, charges and encumbrances of any kind whatsoever that would materially affect the value of such assets (taken as a whole) or materially interfere with the use made or to be made of such property as assets by them (taken as a whole) save and except as provided for in the National Bank Credit Agreement or as disclosed in the Prospectuses and the Continuous Disclosure Materials;

• (t) except as set out in the Prospectuses, neither the Corporation nor the Subsidiaries have any responsibility or obligation to pay or have paid on their behalf any commission, royalty or similar payment to any person with respect to the Corporation's rights to its products;

• (u) the Corporation and each of the Subsidiaries are in compliance in all material respects with all contracts, agreements, indentures, leases, policies, instruments and licences that are material to the conduct of their respective businesses and, to the best of the Corporation's knowledge, all such contracts, agreements, indentures, leases, policies, instruments and licences are valid and binding in accordance with their terms and in full force and effect, and no breach or default by the Corporation or the Subsidiaries or event which, with notice or lapse or both, could constitute a material breach or material default by the Corporation or the Subsidiaries, exists with respect thereto;

• (v) this Agreement has been authorized, executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation;

• (w) the Corporation and each of the Subsidiaries is insured by recognized insurers, all of which insurance is in full force or effect, and in such amounts as are, in the Corporation's opinion, reasonable and consistent with sound business practice;

• (x) the Corporation's financial statements which are incorporated by reference in the Prospectuses (collectively, the "Corporation's Financial Statements"), present fairly and accurately the financial position and results of the operations of the Corporation on a consolidated basis for the periods then ended and the Corporation's Financial Statements have been prepared in accordance with IFRS applied on a consistent basis;

• (y) to the Corporation's knowledge, each of the Auditors who audited the Corporation's Financial Statements and who provided their audit report thereon are independent public accountants as required by Applicable Securities Laws;

• (z) other than as disclosed in the Prospectuses, there has not been a "reportable event" (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations) with the present and former Auditors of the Corporation and the Auditors of the Corporation have not provided any material comments or recommendations to the Corporation regarding its accounting policies, internal control systems or other accounting or financial practices that have not been implemented by the Corporation;

• (aa) the Corporation maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain accountability for assets; (iii) the amount recorded in the books and records of the Corporation for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to those differences; and (iv) material information relating to it is known to those within the Corporation responsible for the preparation of the financial statements during the period in which the financial statements have been prepared;

• (bb) the Corporation has not completed any "significant acquisition" within 75 days prior to the date of the Prospectuses for which the Corporation has not yet filed a business acquisition report under National Instrument 51-102 – Continuous Disclosure Obligations, nor is it proposing any probable acquisition (as such terms are defined or described in NI 44-101) that would require the inclusion of any additional financial statements or proforma financial statements in the Prospectuses pursuant to Applicable Securities Laws;

• (cc) the Corporation has not, directly or indirectly: (i) made or authorized any contribution, payment or gift of funds or property to any official, employee or agents of any governmental agency, authority or instrumentality of any jurisdiction; or (ii) made any contribution to any candidate for public office, in either case where either the payment or the purpose of such contribution, payment or gift was, is or would be prohibited under the Canada Corruption of Foreign Public Officials Act (Canada) or the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) or the rules and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to the Corporation and its operations, and has instituted and maintained policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with such legislation;

• (dd) except as disclosed in the Corporation's Financial Statements or in the Prospectuses:

  • (i) neither the Corporation nor any of the Subsidiaries is indebted to any of its directors or officers (collectively the "Principals"), other than on account of directors fees or expenses accrued but not paid, or to the best of its knowledge, to any of its shareholders;
  • (ii) none of the Principals or shareholders is indebted or under obligation to the Corporation or to any of the Subsidiaries, on any account whatsoever; and

• (iii) the Corporation has not guaranteed or agreed to guarantee any debt, liability or other obligation of any kind whatsoever of any person, firm or corporation of any kind whatsoever other than of a Subsidiary;

• (ee) there are no material liabilities of the Corporation or of the Subsidiaries, whether direct, indirect, absolute, contingent or otherwise which are not disclosed or reflected in the Corporation's Financial Statements except those incurred in the ordinary course of their respective businesses since April 30, 2019;

• (ff) since April 30, 2019, except as disclosed in the Continuous Disclosure Materials and excluding expenditures in the ordinary course of business, there has not been any adverse material change of any kind whatsoever in the financial position or condition of the Corporation or of any of the Subsidiaries or any damage or loss in circumstances materially affecting their businesses or assets, taken as a whole, or the right or capacity of any of them to carry on their respective businesses;

• (gg) the compensation arrangements with respect to the Corporation's Named Executive Officers are as disclosed in the Prospectuses;

• (hh) all contracts and agreements material to the Corporation and its business as presently conducted and taken as a whole (including, for greater certainty, any contracts and agreements of a Subsidiary that are material to the Corporation) (collectively the "Material Contracts"), other than those entered into in the ordinary course of business, have been disclosed in the Prospectuses or in the Continuous Disclosure Materials;

• (ii) all tax returns, reports, elections, remittances and payments of the Corporation and the Subsidiaries, required by law to have been filed or made, have been filed or made (as the case may be) and are true, complete and correct and all taxes owing by the Corporation and all material amounts of taxes owing by the Subsidiaries have been paid or accrued in the Corporation's Financial Statements;

• (jj) except as disclosed in the Prospectuses, there are no actions, suits, judgments, investigations or proceedings of any kind whatsoever outstanding or pending or, to its knowledge, threatened against or affecting the Corporation, or the Subsidiaries at law or in equity or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau or agency of any kind whatsoever which in any way materially adversely affects, or may in any way materially adversely affect the Corporation and the Subsidiaries, taken as a whole and, to the Corporation's knowledge, there is no basis therefor;

• (kk) neither the Corporation nor, to the Corporation's knowledge after due inquiry, any of the Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its property and assets, any applicable federal, provincial, state, municipal or local laws, by-laws, regulations, orders, policies, permits, licences, certificates or approvals having the force of law, domestic or foreign, relating to environmental, health or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively in this Section, "environmental laws"). Without limiting the generality of the foregoing:

  • (i) to the best of the Corporation's knowledge, after due inquiry, the Corporation and each of the Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in material compliance with all applicable environmental laws and has received all material permits, licenses or other approvals required of them under applicable environmental laws to conduct their respective businesses; and

• (ii) there are no material orders, rulings or directives issued and outstanding against the Corporation or any of the Subsidiaries, and to the best of the knowledge of the Corporation there are no orders, rulings or directives pending or threatened against the Corporation or any of the Subsidiaries under or pursuant to any environmental laws requiring any work, repairs, construction or capital expenditures with respect to any property or assets of the Corporation or any of the Subsidiaries;

• (ll) no notice with respect to any of the matters referred to in the immediately preceding paragraph, including any alleged violations by the Corporation or any of the Subsidiaries with respect thereto has been received by the Corporation or any of the Subsidiaries, and to the best of the knowledge of the Corporation, no writ, injunction, order or judgement is outstanding, and no legal proceeding under or pursuant to any environmental laws or relating to the ownership, use, maintenance or operation of the property and assets of the Corporation or any of the Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a material adverse effect on the Corporation or the Subsidiaries, taken as a whole, as applicable, and to the Corporation's knowledge there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Corporation or any of the Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise;

• (mm) to the best of the Corporation's knowledge, the Corporation, the Subsidiaries and their respective directors, officers and promoters have conducted and are conducting their business in compliance with all applicable laws and regulations in each jurisdiction in which it carries on business (including without limitation, all applicable federal, provincial, municipal and local environmental, health and safety and licensing laws, regulations and other lawful requirements of any governmental or regulatory body) and have not received a notice of non-compliance, nor have reasonable grounds to know of, any facts which could give rise to a notice of non-compliance with any such laws, regulations or permits, except where non-compliance would not have a material adverse effect upon the Corporation and the Subsidiaries, taken as a whole;

• (nn) the Corporation and the Subsidiaries are not aware of any pending change or contemplated change to any applicable law or regulation or governmental position that would materially affect the business of the Corporation or the Subsidiaries taken as a whole or the business or legal environment under which the Corporation or Subsidiaries operate;

• (oo) the Corporation has good and sufficient right and authority to enter into this Agreement and complete its transactions contemplated under this Agreement on the terms and conditions set forth herein;

• (pp) other than the Underwriters pursuant to this Agreement and their respective representatives or as disclosed in Schedule "C", there is no person acting or purporting to act at the request of the Corporation who is entitled to any brokerage, agency, or other fiscal advisory or similar fee in connection with the transactions contemplated herein;

• (qq) each of the execution and delivery of this Agreement, the performance by the Corporation of its obligations hereunder, the issue and sale of the Shares issued pursuant to the Offering and the consummation of the transactions contemplated in this Agreement, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (whether after notice or lapse of time or both): (i) any statute, rule or regulation applicable to the Corporation, including without limitation, Applicable Securities Law; (ii) the constating documents, articles or resolutions of the Corporation and its shareholders which are in effect at the date hereof; (iii) any Material Contracts to which the Corporation or a Subsidiary is a party or by which it is bound; or (iv)

any judgment, decree or order binding the Corporation or the property or assets of the Corporation, except where it would not have a material adverse effect on the Corporation;

• (rr) the Prospectuses, and any Supplementary Material, as at their respective dates, contain no untrue statement of a material fact and will not omit to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in the circumstances in which it is made and, together with all of the information incorporated by reference in the Prospectuses, constitute full, true and plain disclosure of all material facts relating to the Corporation and the securities to be issued pursuant to the Offering and comply in all material respects with Applicable Securities Laws;
• (ss) except as disclosed in the Prospectuses, the Corporation or a Subsidiary thereof has the right to use or is the sole and exclusive owner of all right, title and interest in and to all proprietary rights anywhere in the world provided under foreign and domestic patents, patent rights, patent applications, trademarks, service marks, trade names, brands and copyrights (whether or not registered and, if applicable, including pending applications for registration) and other statutory provisions or common law principals that give rise to proprietary rights owned, used or controlled by the Corporation and the Subsidiaries and that are material to the Corporation and the Subsidiaries, taken as a whole (collectively, the "Rights"), and all inventions, processes, methods, formulas, software, source and object codes, data, data compilations, programs, other works of authorship, know-how, developmental or experimental work, improvements, designs and techniques, technologies, products, compositions, formulas, algorithms, concept and research and development of the Corporation or the Subsidiaries and that, in each case, is material to the Corporation and the Subsidiaries, taken as a whole (the Rights and such other items, the "Intellectual Property"), and to the knowledge of the Corporation, after due inquiry, the Corporation has the right to use the same, free and clear of any infringement, claim or conflict with the rights of others;
• (tt) the current uses of open source software by the Corporation or any Subsidiary do not and will not in any material way adversely affect their respective businesses as currently carried on;
• (uu) no open source software has been used in or is being used in, embedded or incorporated into, integrated or bundled with, or linked with or to, any product of the Corporation or any of the Subsidiaries under any license requiring the Corporation or any of the Subsidiaries:
  • (i) to disclose any source code of any product of the Corporation or the Subsidiaries;
  • (ii) to license the source code of any product of the Corporation or the Subsidiaries for the purpose of making derivative works; or
  • (iii) to make available for redistribution to any person the source code of any product of the Corporation or the Subsidiaries at no charge,

in each case, excluding any obligation to disclose or license the original source code to the applicable open source software. The Corporation and each of the Subsidiaries are in compliance with all open source licenses governing any open source software used in, embedded or incorporated into, integrated or bundled with, or linked with or to any product of the Corporation or any of the Subsidiaries;

(vv) to the extent any Intellectual Property owned by, and material to the past or current operations of, the Corporation or any Subsidiary has been created in whole or in part by current or past employees, independent contractors or any other persons, any rights therein of such persons have been validly and irrevocably assigned in writing to the Corporation or a Subsidiary, as the case may be and all employees and other individuals involved in such creation have waived all moral rights in such person's contribution to such Intellectual Property or component thereof;

• (ww) to the Corporation's knowledge, there is no Intellectual Property being used or enforced by the Corporation or by any Subsidiary, nor by its employees, directors, shareholders, consultants, independent contractors or other persons with access to Intellectual Property, in a manner that would result in its abandonment, cancellation or unenforceability;
• (xx) there have been no claims made against the Corporation or any Subsidiary asserting the invalidity, abuse, misuse, or unenforceability of any of the Intellectual Property, and, to each of their knowledge, there are no reasonable grounds for any such claims;
• (yy) neither the Corporation nor any Subsidiary has received, in the past three years, any notice that it is in conflict with or infringing upon the asserted rights of others in connection with the Intellectual Property, and to the best of their knowledge, after due inquiry, no reasonable grounds for such claims exist;
• (zz) to the best of the Corporation's knowledge, after due inquiry, no patent or patent application owned by or to which the Corporation has rights is the subject of any pending interference, opposition, cancellation or other protest proceeding or judicial proceeding;
• (aaa) to the best of the Corporation's knowledge, after due inquiry, there has been no lapse of any claims of any patent or patent application owned by or to which the Corporation has rights;
• (bbb) the Corporation is not aware of others having infringed or misappropriated any material rights of the Corporation to the Intellectual Property and has not sent any notices to any others that the activities of such others infringe or misappropriate the Intellectual Property;
• (ccc) there is no current or pending litigation relating to the Material Contracts or to the licenses to or used by the Corporation of the Intellectual Property currently licensed or employed by the Corporation and the Subsidiaries, and no person has challenged the validity of the Material Contracts or the licenses to or used by the Corporation of the Intellectual Property licensed to or used by the Corporation or any of the Subsidiaries, or the rights of the Corporation or any Subsidiary under the Material Contracts or to Intellectual Property currently licensed to or employed by the Corporation and the Subsidiaries;
• (ddd) neither the Corporation nor any Subsidiary has received notice or is aware that the manufacture, marketing, distribution, licensing, sub-licensing, out- licensing, sale or use of any software, material patents, patent applications, copyrighted material or technologies, in accordance with the terms of the Material Contracts, violates any license or other agreement of the Corporation or any Subsidiary with any person or infringes upon the industrial or intellectual property rights of any other person, and neither the Corporation nor any Subsidiary is aware that the manufacture, marketing, distribution, licensing, sublicensing, out-licensing, sale or use requires the payment of any royalty, honoraria, fees or other payments to any other person except pursuant to the Material Contracts;
• (eee) the Corporation has taken reasonable measures to protect and preserve the confidentiality of, all material confidential information, trade secrets, know how and other non-patented proprietary information of the Corporation, and to protect and preserve its rights to all copyrighted material, confidential information, trade secrets, know how and other nonpatented proprietary information relating to the business of the Corporation and developed or acquired by the Corporation's directors, officers, employees and consultants, including

without limitation the procurement of proprietary invention assignments and non-disclosure and non-competition agreements from directors, officers, employees, consultants, subcontractors and other persons who have access to such information or materials;

• (fff) the Corporation and the Subsidiaries have complied in all material respects with all applicable laws before the respective patent and trade-mark offices with respect to its currently granted patents and trademarks and pending applications, including all prior art disclosure requirements, as may be applicable and the Corporation and the Subsidiaries do not reasonably believe that any facts exist that would prevent the grant of a material patent or registration for pending applications for patents or trademarks or the validity or enforceability of said patents and trademarks once granted;

• (ggg) the Corporation and the Subsidiaries hold all authorizations, consents, approvals, franchises, licenses and permits required under applicable law or regulation for the operation of the business of the Corporation and the Subsidiaries as presently operated (the "Governmental Authorizations"), except any which the failure to hold would not, individually or in the aggregate, have a material adverse effect upon the Corporation and the Subsidiaries, taken as a whole; all the Governmental Authorizations have been duly issued or obtained and are in full force and effect, and the Corporation and the Subsidiaries are in compliance in all material respects with the terms of all the Governmental Authorizations;

• (hhh) the Corporation and the Subsidiaries have no knowledge of any facts which could reasonably be expected to cause them to believe that the Governmental Authorizations will not be renewed by the appropriate governmental authorities in the ordinary course; and

• (iii) in respect of both the hardware equipment and software components of the information management and computers systems (collectively, the "Systems") of the Corporation:

  • (i) the Systems have been maintained and supported in accordance with prudent industry practices;
  • (ii) there is commercially reasonable disaster recovery plan in place in respect of such Systems;
  • (iii) commercially reasonable controls are in place to control access and security to such Systems and there are appropriate firewalls and virus protection programs in place;
  • (iv) all software being used is supported by valid licences and all licences in respect of such software are in good standing in all material respects and not in default in any respect; and
  • (v) all related data, content and programs are backed-up regularly with copies stored safely and securely off-site.

• 3.2 The representations and warranties of the Corporation contained in this Agreement shall be true at the Time of Closing and, in the case of the Corporation, at the Over-allotment Closing Time as though they were made at the Time of Closing and the Over-allotment Closing Time, as applicable, and they shall survive the completion of the transactions contemplated under this Agreement and remain in full force and effect thereafter for the benefit of the Underwriters.

• 3.3 The Underwriters represent and warrant to the Corporation, and acknowledge that the Corporation is relying upon such representations and warranties in entering into this Agreement, that:

• (a) the Underwriters are, and will remain so until the completion of the Offering, appropriately registered under Applicable Securities Laws so as to permit them to lawfully fulfil their respective obligations hereunder and the Underwriters are, and will remain so until the completion of the Offering, a member in good standing of the TSX;

• (b) the Underwriters will sell the Shares in accordance with Applicable Securities Laws and this Agreement; and

• (c) the Underwriters have good and sufficient right and authority to enter into this Agreement and complete its transactions contemplated under this Agreement on the terms and conditions set forth herein.

• 3.4 The representations and warranties of each of the Underwriters contained in this Agreement shall be true at the Time of Closing and the Over-allotment Closing Time if applicable, as though they were made at the Time of Closing and the Over-allotment Closing Time if applicable, and shall survive the completion of the transactions contemplated under this Agreement.

4. ADDITIONAL COVENANTS

• 4.1 The Corporation covenants and agrees with the Underwriters that it shall:
  • (a) not, without the prior written consent of the Co-Lead Underwriters, on behalf of the Underwriters, after discussion therewith, which consent shall not be unreasonably withheld, 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 dispose of, directly or indirectly, any Common Shares or securities convertible into or exchangeable for Common Shares of the Corporation, other than:
    • (i) pursuant to the exercise of the Over-allotment Option;
    • (ii) pursuant to any share compensation arrangements in place prior to the Closing Date;
    • (iii) the issuance of awards pursuant to the Corporation's incentive award plan; and
    • (iv) to satisfy any other outstanding instruments or other contractual commitments in place prior to the Closing Date that has been disclosed to the Underwriters;

for a period commencing on the date of this Agreement and ending 90 days following the Closing Date;

• (b) use commercially reasonable efforts to obtain the Insider Lock Up Agreements;
• (c) file with the Exchange all required documents and pay all required filing fees, and do all things required by the rules and policies of the Exchange, in order to obtain the conditional acceptance of the Exchange for the Offering and the listing of the Shares issued pursuant to the Offering prior to the Closing Date;
• (d) as soon as reasonably practicable following the execution of this Agreement, prepare and file the Preliminary Prospectus and use its best efforts to resolve promptly all comments received from or deficiencies raised by the Commissions with respect to the Preliminary Prospectus and obtain a Receipt for the Final Prospectus as soon as possible after such regulatory comments and deficiencies have been resolved and, in any event, no later than

5:00 p.m. (Montreal time) on April 21, 2020 or upon such other later date as the Corporation and the Co-Lead Underwriters may mutually agree;

• (e) deliver a copy of the U.S. Placement Memorandum prepared as contemplated herein to the Underwriters immediately following the filing of the Final Prospectus;
• (f) with respect to the filing of the Prospectuses as contemplated herein, fulfil all legal requirements required to be fulfilled by the Corporation in connection therewith, in each case in form and substance satisfactory to the Underwriters, acting reasonably;
• (g) prior to the filing of the Final Prospectus, allow the Underwriters to review the Prospectus and the U.S Placement Memorandum and conduct all due diligence which the Underwriters may reasonably require in order to fulfil their respective obligations as statutory agents and in order to enable them to execute, acting prudently and responsibly, the certificates required to be executed by the Underwriters in such documents;
• (h) from the date hereof until completion of the distribution of the Shares, promptly notify the Underwriters in writing of any material change (actual or proposed) in the business, affairs, operations, assets or liabilities (contingent or otherwise) or capital of the Corporation, taken as a whole, or of any change which is of such a nature as to result in a misrepresentation in either of the Prospectuses or any amendment thereto and, in connection with such change, the Corporation shall, within any applicable time limitation, comply with all filing and other requirements under the Applicable Securities Laws; provided that the Corporation shall not file any amendment to the Prospectuses or any other material supplementary to the Prospectuses (all such amendments and material being the "Supplementary Material") without first obtaining the approval of the Underwriters as to the form and content thereof, which approval shall not be unreasonably withheld and shall be provided on a timely basis. In addition to the foregoing, the Corporation shall, in good faith, discuss with the Underwriters any change in circumstances (actual or proposed) which is of such a nature that there is or ought to be consideration given by the Corporation as to whether notice in writing of such change need be given to the Underwriters pursuant to this subparagraph;
• (i) from the date hereof until completion of the distribution of the Shares, promptly provide to the Underwriters drafts of any press releases of the Corporation for review by the Underwriters prior to issuance including any news releases related to the Offering;
• (j) deliver to the Underwriters duly executed copies of any Supplementary Material required to be filed by the Corporation in accordance with subparagraph (g) above and, if any financial or accounting information is contained in any of the Supplementary Material, additional Comfort Letters to that required by subparagraph (o) below;
• (k) deliver to the Underwriters without charge as many copies of each of the Prospectuses and the U.S. Placement Memorandum (including commercial copies) as the Underwriters may reasonably request by no later than 11:00 a.m. (Montreal time) on the date following the issuance of a Receipt therefore, and such delivery will constitute the Corporation's consent to the Underwriters' use of such documents in connection with the Offering. The Corporation will similarly cause to be delivered to the Underwriters, without charge, as many copies of any Supplementary Material reasonably requested by the Underwriters to be delivered in connection with the Offering;
• (l) by the act of having delivered each of the Prospectuses and any Supplementary Material to the Underwriters, have represented and warranted to the Underwriters that all material information and statements (except information and statements relating solely to the Underwriters that has been provided by the Underwriters) contained in such documents, at the respective dates of initial delivery thereof, comply with the Applicable Securities Laws

and are true and correct in all material respects, and that such documents, at such dates, contain no misrepresentation and together constitute full, true and plain disclosure of all material facts relating to the Corporation as required by the Applicable Securities Laws;

• (m) prior to the Time of Closing as the case may be, fulfil to the satisfaction of the Underwriters all legal requirements (including, without limitation, compliance with Applicable Securities Laws) to be fulfilled by the Corporation to qualify the Shares for distribution to the public in the Qualifying Jurisdictions;

• (n) use the net proceeds of the Offering substantially in accordance with the disclosure set out under "Use of Proceeds" in the Final Prospectus;

• (o) perform all of the obligations to be performed by it under this Agreement;

• (p) deliver to the Underwriters:

  • (i) at the time of execution of the Final Prospectus by the Underwriters, comfort letters (the "Comfort Letters") of the Corporation's Auditors addressed to the Underwriters and to the directors of the Corporation and dated as of the date of the Final Prospectus (with the requisite procedures to be completed by the Corporation's Auditors within two business days of the date of the Prospectus), in form and content acceptable to the Underwriters, acting reasonably, relating to the verification of the financial information and accounting data contained in the Final Prospectus and to such other matters as the Underwriters may reasonably require and as are customary in a transaction of this nature;
  • (ii) at the Time of Closing such legal opinions (the "Legal Opinions") of McCarthy Tétrault LLP, the Corporation's legal counsel, addressed to the Underwriters, their legal counsel and dated as of the Closing Date in form and content acceptable to the Underwriters for a financing of this nature, acting reasonably, and opinions of local counsel as to the laws of any other applicable jurisdiction, relying, as to matters of fact, on certificates of public officials and officers of the Corporation, relating to the issuance of the Shares and the qualification of the Shares for sale to the public in the Qualifying Jurisdictions, and to such other matters as the Underwriters may reasonably require and as are customary in a transaction of this nature;
  • (iii) if any Shares are sold in the United States, the Underwriters will have received at the Time of Closing a favourable legal opinion (the "U.S. Legal Opinion") addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, dated as of the Closing Date, from United States legal counsel to the Corporation (and such counsel may rely, as to matters of facts, on certificates of officers of the Corporation), to the effect that registration of the Shares will not be required under the U.S. Securities Act in connection with the offer and sale of such Shares in the United States in compliance with this Agreement, including the Schedule "B" hereto;
  • (iv) at the Time of Closing legal opinions (the "Subsidiaries Legal Opinions") from legal counsel to, and duly qualified to practice law in the jurisdiction of existence of, Tecsys A/S and OrderDynamics Corp., addressed to the Underwriters and their legal counsel: (i) the existence of each such Subsidiary; (ii) the issued and outstanding securities of each such Subsidiary and the securities thereof held by the Corporation or a Subsidiary; (iii) the power and capacity of each such Subsidiary to carry on its business and activities and to own and lease its property and assets; each such opinion to be in form and substance, acceptable in all reasonable respects to the Underwriters and their legal counsel;

• (v) at the time of filing the Prospectuses and any Supplementary Material, a translation opinion (the "Legal Translation Opinion") in customary form from McCarthy Tétrault LLP, dated the date of the Prospectuses or any Supplementary Material, as applicable, addressed to the Underwriters and their legal counsel, to the effect that the French language version of the Prospectuses and any Supplementary Material, including the documents incorporated by reference, (other than the Financial Statements of the Corporation and other financial information contained therein) is, in all material respects, a complete and adequate translation of the English language version thereof;

• (vi) at the time of filing the Prospectuses and any Supplementary Material, a translation opinion (the "Auditor Translation Opinion") in customary form from KPMG LLP, dated the date of the Prospectuses or of any Supplementary Material, as applicable, addressed to the Underwriters and their legal counsel, to the effect that the French language version of the Financial Statements of the Corporation and other financial information contained in the Prospectuses and any Supplementary Material, including the documents incorporated by reference is, in all material respects, a complete and proper translation of the English language version thereof;

• (vii) at the Time of Closing, a certificate (the "Officers' Certificate") of the Corporation by its Chief Executive Officer and Chief Financial Officer, addressed to the Underwriters and their legal counsel and dated as of the Closing Date in form and content acceptable to the Underwriters, acting reasonably, confirming that that the Corporation has complied with all of its covenants and agreements contained in this Agreement in all material respects and that the representations and warranties of the Corporation contained in this Agreement are true and correct in all material respects as of the Time of Closing (other than such representations and warranties which are already qualified by materiality and which shall be true and correct in all respects) as if such representations and warranties had been made as of the Time of Closing and to such other matters as the Underwriters may reasonably require and as are customary in a transaction of this nature;

• (viii) at the Time of Closing, a certificate of the Corporation, addressed to the Underwriters and their legal counsel and dated as of the Closing Date in form and content acceptable to the Underwriters, acting reasonably, with respect to the constating documents and by-laws of the Corporation and the Subsidiaries, all resolutions of the board of directors of the Corporation and such Subsidiaries relating to the Offering and this Agreement, the incumbency and specimen signatures of signing officers of the Corporation;

• (ix) at the Time of Closing, an update of the comfort letters from the Auditors of the Corporation referred to in section 4.1(p)(i) above, with such changes as may be necessary to bring the information in such comfort letters forward to within two business days of the Closing Date, which changes shall be acceptable to the Underwriters, acting reasonably;

• (x) at the Time of Closing, the Corporation has received all consents and waivers or made any amendments necessary pursuant to the NBC Credit Agreement that may be required to complete the Offering, as may be requested by the Underwriters, acting reasonably; and

• (xi) at the Time of Closing such other materials (the "Closing Materials") as the Underwriters may reasonably require and as are customarily required in a transaction of this nature and the Closing Materials will be addressed to the Underwriters and to such parties as may be reasonably directed by the

Underwriters and will be dated as of the Closing Date as the case may be, or such other date as the Underwriters may reasonably require;

• (q) from and including the date of this Agreement through to and including the Over-allotment Expiry Date, use commercially reasonable efforts to do all such acts and things necessary to ensure that all of the representations and warranties of the Corporation contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement remain materially true and correct and use commercially reasonable efforts to not do any such act or thing that would render any representation or warranty of the Corporation contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement materially untrue or incorrect; and

• (r) use its commercially reasonable best efforts to cause all of its officers and directors to agree not, before the Time of Closing, to transfer or dispose of any Common Shares or other securities of the Corporation, in whole or in part, or enter into any agreement or arrangement under which the ownership of the securities of the Corporation is transferred, without written consent of the Co-Lead Underwriters, such consent not to be unreasonably withheld.

• 4.2 Each Underwriter covenants and agrees with the Corporation that it shall:

  • (a) offer the Shares for sale to the public, directly or through their agents as provided in Section 2.6, only as permitted by Applicable Securities Laws and upon the terms and conditions set forth in the Prospectuses and in this Agreement;
  • (b) not solicit offers to purchase or sell the Shares so as to require registration of the Shares or filing of a prospectus with respect to the Shares under the laws of any jurisdiction other than the Qualifying Jurisdictions;
  • (c) not directly sell or distribute any Shares in the United States except as contemplated by Schedule "B" hereto, the provisions of which are agreed to by the Corporation and the Underwriters' representations, warranties and covenants contained therein are hereby incorporated by reference herein and made a part hereof;
  • (d) fulfil all legal requirements (including, without limitation, compliance with Applicable Securities Laws) to be fulfilled by it in connection with the Offering in the Qualifying Jurisdictions;
  • (e) promptly notify the Corporation when the Underwriter has ceased distribution of the Shares and provide a written breakdown of the number of Shares distributed in each of the Qualifying Jurisdictions and the total number of purchasers who participated in the Offering;
  • (f) from the date of commencement of distribution of the Shares to the date such distribution ceases, other than in respect of Marketing Materials which the Corporation and the Co-Lead Underwriters, on behalf of the Underwriters, have previously approved in writing as Marketing Materials, the Corporation and the Co-Lead Underwriters, on behalf of the Underwriters, shall approve in writing, prior to such time that Marketing Materials are provided to potential investors in Shares, any Marketing Materials reasonably requested to be provided by the Underwriters to any potential purchaser of the Shares, such Marketing Materials to comply with Applicable Securities Laws. The Corporation undertakes to file such Marketing Materials (in the English and French languages) with the Regulatory Authorities as soon as reasonably practicable after such Marketing Materials are so approved in writing by the Corporation and the Co-Lead Underwriters, on behalf of the Underwriters, and in any event on or before the day the Marketing Materials are first provided to any potential purchaser of the Shares.

• (g) The Corporation and the Underwriters covenant and agree:

  • (i) not to provide any potential purchaser of the Shares with any Marketing Materials unless a template version of such Marketing Materials has been delivered by the Corporation to the Regulatory Authorities on or before the day that such Marketing Materials are first provided to any potential purchaser of the Shares;
  • (ii) not to provide any potential purchaser of the Shares with any materials or information in relation to the distribution of the Shares or the Corporation other than: (A) such marketing materials that have been approved and filed in accordance with paragraph 4.1(e); (B) the Prospectuses and any Supplementary Material; and (C) any standard term sheets approved in writing by the Corporation and the Underwriters; and
  • (iii) that any Marketing Materials approved and filed in accordance with paragraph 4.1(e), and any standard term sheets approved in writing by the Corporation and the Underwriters, shall only be provided to potential investors in the Qualifying Jurisdictions.

• (h) upon being satisfied, acting reasonably, that each of the Prospectuses and any amendments thereto is in a form satisfactory for filing with the Commissions, execute each of the Prospectuses and any amendments thereto, as the case may be, presented to the Underwriter for execution, and the Underwriter will use its commercially reasonable best efforts to assist the Corporation in obtaining the requisite approvals of the Regulatory Authorities in connection with the preparation and filing of such documents; and

• (i) execute all such other documents and materials as may reasonably be required and as are customary in a transaction of this nature.

5. UNDERWRITERS' FEES AND EXPENSES

• 5.1 In consideration of the services to be rendered by the Underwriters to the Corporation under this Agreement, the Corporation agrees to pay the Underwriters' Fee to the Underwriters at the Time of Closing.
• 5.2 Regardless of whether the transactions contemplated herein are completed or not, the Corporation will pay all expenses related to the Offering, including all fees and disbursements of its own legal counsel, out-of-pocket costs, printing costs and filing fees and all of the costs and expenses of or incidental to the creation, issuance, sale and distribution of the Shares. The Corporation will pay the expenses (the "Underwriters' Expenses") incurred by the Underwriters in connection with the transactions contemplated herein including, without limitation, the fees and disbursements of the legal counsel for the Underwriters (which legal fees will be no more than $80,000 (plus applicable taxes and disbursements and up to an additional USD$10,000 for legal counsel in the United States if required), transfer agent and filing and any other reasonable costs or expenses incurred in connection with the marketing of the Offering and distribution of the Shares. At the option of the Underwriters, such fees and expenses may be deducted from the gross proceeds otherwise payable to the Corporation at Closing and/or the Corporation shall pay such fees and expenses within 30 days of receiving an invoice from the Underwriters.

6. THE UNDERWRITERS

6.1 The obligations of the Underwriters hereunder, including the obligation to purchase Shares at the Time of Closing, shall be joint (the meaning of "several" in common law) and not solidary, and shall be limited to the percentages of the aggregate percentage set out opposite the name of the Underwriters below:

Stifel Nicolaus Canada Inc. (1) (2)	48.0%
	28.0%
Cormark Securities Inc.(2)	19.0%
Laurentian Bank Securities Inc.Echelon Wealth Partners Inc.	5.0%
(1) Sole Bookrunner (5% step-up)

• (2) Co-Lead Underwriters
• 6.2 If an Underwriter (a "Refusing Underwriter") shall not complete the purchase and sale of the Shares which such Underwriter has agreed to purchase hereunder for any reason whatsoever, the other Underwriters (the "Continuing Underwriters") shall be obligated jointly (the meaning of "severally" in common law) and not solidary to purchase all but not less than all of the Shares which would otherwise have been purchased by such Refusing Underwriter pro rata according to the number of Shares to have been acquired by the Continuing Underwriters hereunder or in such proportion as the Continuing Underwriters shall agree in writing; provided, however, that in the event that the percentage of the total number of Shares which one or more Underwriters has failed to purchase exceeds 10% of the total number of Shares, which the Underwriters have agreed to purchase, the Continuing Underwriters shall be entitled, at their option, to purchase all but not less than all of the Shares which would otherwise have been purchased by such Refusing Underwriter pro rata according to the number of Shares to have been acquired by the Continuing Underwriters hereunder or in such proportion as the Continuing Underwriters shall agree in writing. If the Continuing Underwriters do not elect to purchase the balance of the Shares pursuant to the foregoing:
  • (a) the Continuing Underwriters shall not be obliged to purchase any of the Shares that any Refusing Underwriter is obligated to purchase;
  • (b) the Corporation shall not be obliged to sell less than all of the Shares; and
  • (c) the Corporation shall be entitled to terminate its obligations under this Agreement arising from its acceptance of this offer, in which event there shall be no further liability on the part of the Corporation or the Continuing Underwriters, except pursuant to the provisions of sections 5 and 9 hereof.
• 6.3 The Corporation shall be entitled to and shall act on any notice, waiver, extension or other communication given by or on behalf of the Underwriters by the Co-Lead Underwriters and, except to the extent that an Underwriter notifies the Corporation in writing to the contrary, the Underwriters agree that the Co-Lead Underwriters have the authority to bind the Underwriters with respect of all matters covered by this Agreement insofar as such matters relate to the Underwriters, except that the Co-Lead Underwriters shall not have the authority to bind the Underwriters with respect to obligations arising from sections 6 and 9 hereof and the Co-Lead Underwriters shall consult with the Underwriters regarding any circumstance or matter which is of such a nature that it would reasonably require consideration by the Underwriters.

7. CONDITIONS PRECEDENT

• 7.1 The following are conditions to the obligations of the Underwriters to complete the transactions contemplated in this Agreement, which conditions may be waived in writing in whole or in part by the Underwriters in their sole discretion:
  • (a) all directors and officers of the Corporation (the "Insiders") will agree in a form of lock up agreement approved by the Co-Lead Underwriters (the "Insider Lock Up Agreements")

not to, directly or indirectly, offer, sell, dispose of or otherwise monetize the economic value of any Common Shares beneficially owned by such Insider 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 Common Shares, whether by way of takeover offer, plan of arrangement, shareholder approved acquisition, capital reduction, share buyback, securities issue, reverse takeover, or other synthetic merger, transaction or arrangement;

• (ii) in respect of sales to affiliates of such Insider;

• (iii) as a result of the death of such Insider; and

• (iv) the donation of Common Shares by such Insider 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 Insider Lock Up Agreements.

• (b) all actions required to be taken by or on behalf of the Corporation, including without limitation the passing of all requisite resolutions of directors of the Corporation approving the transaction contemplated hereunder, will have been taken so as to approve the Prospectuses, to obtain the approval of the Exchange to the Offering and to validly offer, sell and distribute the Shares;

• (c) the Corporation will have made all necessary filings with and obtained all necessary approvals, consents and acceptances of the Regulatory Authorities for the Prospectuses, including, without limitation, the Receipt in respect of the Prospectuses and to permit the Corporation to complete its obligations hereunder;

• (d) the Corporation will have, within the required time set out hereunder, delivered the required Comfort Letters, Legal Opinions, U.S Legal Opinion, Auditor Translation Opinion, Legal Translation Opinion, Officer's Certificate, the certificates contemplated in subsections 4.1(p)(viii) and 4.1(o)(viii) and other Closing Materials as the Underwriters may reasonably require in form and substance satisfactory to the Underwriters and their counsel;

• (e) no order ceasing or suspending trading in any securities of the Corporation, or prohibiting the trade or distribution of any of the securities referred to herein will have been issued and no proceedings for such purpose will be pending or, to the knowledge of the Corporation, threatened;

• (f) as of the Time of Closing, there shall be no reports or information that in accordance with the requirements of Regulatory Authorities, must be made publicly available in connection with the sale of the Shares that have not been made publicly available as required and no contracts, documents or other materials required to be filed with Regulatory Authorities in connection with the Prospectuses that have not been filed as required and delivered to the Underwriters;

• (g) the Underwriters shall have received at the Time of Closing a letter from the transfer agent of the Corporation dated the Closing Date and signed by an authorized officer of such transfer agent confirming the issued capital of the Corporation;

• (h) the Underwriters shall have received copies of correspondence between the Corporation and the Exchange indicating that the Corporation has obtained all necessary approvals for the issuance of the Shares to be listed on the Exchange, subject only to customary and standard post-closing conditions imposed by the Exchange;

• (i) the Corporation will have, as of the Time of Closing, complied with all of its covenants and agreements contained in this Agreement in all material respects; and

• (j) the representations and warranties of the Corporation contained in this Agreement will be materially true and correct as of the Time of Closing as if such representations and warranties had been made as of the Time of Closing (other than such representations and warranties which are already qualified by materiality and which shall be true and correct in all respects).

8. CLOSING

• 8.1 The Corporation and the Underwriters shall cause the Closing to occur on or about April 28, 2020 or such other date as may be agreed by the Corporation and the Underwriters.
• 8.2 The purchase and sale of the Shares shall be completed at the offices of McCarthy Tétrault LLP, counsel to the Corporation, at the Time of Closing on the Closing Date, or as may be agreed to by the Corporation and the Underwriters.
• 8.3 On Closing, in respect of Shares which comprise the Offering, the Corporation shall duly and validly deliver in the form of an electronic deposit pursuant to the non-certificate issue system maintained by CDS Clearing and Depository Services Inc. ("CDS"), or in the manner directed by the Underwriters in writing, the Shares which comprise the Offering, registered in the name of "CDS & Co" as the nominee of CDS or in such other name or names as the Co-Lead Underwriters may notify the Corporation in writing not less than 48 hours prior to the Time of Closing, as the case may be.
• 8.4 On Closing, the Underwriters shall pay to the Corporation the gross proceeds of the sale of the Shares which comprise the Offering, less the applicable Underwriters' Fee and Underwriters' Expenses.

9. INDEMNITY

9.1 Corporation, together with the Subsidiaries or affiliated companies, as the case may be, (collectively, the "Indemnitor") hereby agrees to indemnify and hold the Underwriters, each of their respective subsidiaries and affiliates, and each of their respective directors, officers, employees, unitholders and agents (hereinafter referred to as the "Personnel" and collectively with the Underwriters, the "Indemnified Parties") harmless from and against any and all expenses, losses (other than loss of profits), fees, claims, actions (including shareholder actions, derivative actions or otherwise), damages, obligations, or liabilities, whether joint (the meaning of "several" in common law) or joint and several or solidary or divisible or indivisble, and the reasonable fees and expenses of their counsel ("Losses"), that may be incurred in advising with respect to and/or defending any actual or threatened claims, actions, suits, investigations or proceedings to which the Indemnified Parties may become subject or otherwise involved in any capacity under any statute or common law, or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Indemnitor by the Indemnified Parties hereunder, or otherwise in connection with the matters referred to in this Agreement (including the aggregate amount paid in reasonable settlement of any such actions, suits, investigations, proceedings or claims that may be made against any Indemnified Party, provided that the Indemnitor has agreed to such settlement).

• 9.2 Without limiting the generality of the foregoing, the indemnity provided by this Section 9 shall apply to all expenses (including reasonable legal expenses), losses, claims and liabilities that an Underwriter or its Personnel may incur as a result of any action or litigation that may be threatened or brought against it.

• 9.3 The indemnity provided by this Section 9 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 Underwriter or, as applicable, its Personnel has been negligent or has committed wilful misconduct or any fraudulent act in the course of such performance; and
  • (b) the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were directly caused by the negligence, wilful misconduct or fraud referred to in (a) above.

• 9.4 If for any reason the foregoing indemnification is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless as a result of such expense, loss, claim, damage or liability, the Indemnitor will contribute to such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Indemnified Party on the other hand but also the relative fault of the Indemnitor and the Indemnified Party, as well as any relevant equitable considerations; provided that the Indemnitor shall in any event contribute to the amount paid or payable by the Indemnified Party as a result of such expense, loss, claim, damage or liability and any excess of such amount over the amount of the fees received by the Underwriters hereunder.

• 9.5 The Indemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor, any Underwriter and/or any of their respective Personnel by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or any such entity shall investigate the Indemnitor, any Underwriter and/or any Personnel 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 the performance of professional services rendered to the Indemnitor, the Underwriters shall have the right to employ their own counsel in connection therewith provided they act reasonably in selecting such counsel, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Underwriters for time spent by their Personnel in connection therewith) and out-of-pocket expenses incurred by their respective Personnel in connection therewith shall be paid by the Corporation, as they occur.

• 9.6 Promptly after receipt of notice of the commencement of any legal proceeding against any Indemnified Party or after receipt of notice of the commencement or any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, the Indemnified Party will notify the Indemnitor in writing of the commencement thereof, and throughout the course thereof, will provide copies of all relevant documentation to the Indemnitor, will keep the Indemnitor advised of the progress thereof and will discuss with the Indemnitor all significant actions proposed. However, the failure by an Indemnified Party to notify the Indemnitor will not relieve the Indemnitor of its obligations to indemnify the Indemnified Party. The Indemnitor shall on behalf of itself and the Indemnified Party be entitled (but not required) to assume the defence of any suit brought to enforce such legal proceeding; provided, however, that the defence shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, that no settlement of any such legal proceeding may be made by the Indemnitor without the prior written consent of the Indemnified Party, and none of the Indemnified Parties shall be liable for any settlement of any such legal proceeding unless it has consented in writing to such settlement, such consent not to be unreasonably withheld. An Indemnified Party shall have the right to appoint its own separate counsel provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party, unless:

• (a) the Indemnified Party has been advised in writing by counsel that there may be a reasonable legal defence available to the Indemnified Party that is different from or in addition to those available to the Indemnitor or that a conflict of interest exists which makes representation by counsel chosen by the Indemnitor not advisable; or

• (b) the Indemnitor has not assumed the defence of the proceeding and employed counsel therefor satisfactory to the Indemnified Party, acting reasonably, within ten (10) days after receiving notice thereof;

in which event the reasonable fees and disbursements of such counsel shall be paid by the Indemnitor; provided, however, that the Indemnitor shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate law firm in each jurisdiction of all such Indemnified Parties.

• 9.7 The indemnity and contribution obligations of the Indemnitor shall be in addition to any liability, which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Personnel and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor, the Underwriters and any of the Personnel.
• 9.8 The Corporation hereby constitutes the Co-Lead Underwriters as trustee for each of the other indemnified parties of the covenants of the Corporation under this indemnity with respect to such persons and the Co-Lead Underwriters agrees to accept such trust and to hold and enforce such covenants on behalf of such persons.
• 9.9 The foregoing provisions shall survive the completion of professional services rendered under this Agreement or any termination of this Agreement.

10. OVER-ALLOTMENT OPTION

• 10.1 The Corporation hereby grants to the Underwriters the option to purchase (the "Over-allotment Option"), for the purposes of covering over-allotments and/or for market stabilization purposes, up to an additional 173,913 Additional Shares at the Offering Price. The Over-allotment Option may be exercised at any time for a period of 30 days after the Closing Date (the "Over-allotment Option Expiry Date") by delivery of written notice by the Co-Lead Underwriters specifying the number of additional Shares to be purchased by the Underwriters and specifying the Over-allotment Closing Date which shall be no earlier than three business days from the date of such notice. The Overallotment Option may be exercised in whole or in part at the Underwriters' sole discretion and it is agreed to by all parties that the Underwriters have the right, but not the obligation, to solicit and accept subscription for the sale of additional Shares pursuant to the Over-allotment Option. In the event that the Over-allotment Option is exercised, the additional Shares issued thereunder shall be deemed to form part of the Offering for the purposes hereof and all of the terms and conditions relating to the purchase and sale of the Shares shall apply to each Additional Share. The Corporation acknowledges that the Underwriters may, in compliance with Applicable Legislation, effect transactions which stabilize or maintain the market price of the Shares at levels above those which might otherwise prevail in the open market.

• 10.2 In the event that the Corporation should subdivide, consolidate or otherwise change the Common Shares during the period during which the Over-allotment Option is exercisable, the number of Additional Shares shall be similarly subdivided, consolidated or changed such that the Underwriters would be entitled to receive the same number and type of securities that they would have otherwise been entitled to receive had they fully exercised such Over-allotment Option prior to such subdivision, consolidation or change. The purchase price shall be adjusted accordingly and notice shall be given to the Underwriters of such adjustment. In the event that the Underwriters shall disagree with the foregoing adjustment, such adjustment shall be determined conclusively by a firm of independent chartered accountants at the Corporation's expense.

• 10.3 If the Over-allotment Option is exercised in whole or in part, the Additional Shares shall be issued, and payment therefore shall be delivered at the Over-allotment Closing in the manner, and upon the same terms and conditions, set forth in Section 8.3 and 8.4.

• 10.4 If the Over-allotment Option is exercised, the obligations of the Underwriters to purchase the Additional Shares are subject to the accuracy of the representations and warranties of the Corporation contained in this Agreement as of the date of this Agreement and as of the Closing Date, the performance by the Corporation its obligations under this Agreement, the delivery to the Underwriters on the Over-allotment Option Closing Date opinions, certificates and other documents substantially in the form contemplated in subsections 4.1(p)(ii), 4.1(p)(iv), 4.1(p)(vii) and 4.1(p)(viii) dated the Over-allotment Option Closing Date, and such other documents as the Underwriters may reasonably request.

11. TERMINATION OF AGREEMENT

• 11.1 In addition to any other remedies which may be available to the Underwriters, this Agreement may be terminated by the Co-Lead Underwriters upon delivery of written notice to the Corporation at any time prior to the Time of Closing of the Offering in any of the following events:
  • (a) 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 the Prospectuses (or any amendment thereto), 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;
  • (b) (i) 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; (ii) 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 Exchange 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); (iii) 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;
  • (c) the Corporation does not file and obtain a Receipt from the Regulators in respect of the Final 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
  • (d) the Corporation is in breach of any term, condition or covenant of this Agreement in any material respect or any representation or warranty given by the Corporation in this 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 right of the Co-Lead Underwriters to terminate this Agreement is in addition to such other remedies any of the Underwriters may have in respect of any default, misrepresentation, act or failure to act of the Corporation in respect of any of the transactions contemplated by this Agreement.

• 11.2 Any such termination shall be effected by notice in writing to the Corporation at any time prior to the Time of Closing.
• 11.3 The Corporation's obligation to pay the Underwriters' Expenses pursuant to Section 5.2, and to indemnify the Underwriters and others pursuant to Section 9 of this Agreement shall survive termination of this Agreement.

12. GENERAL

12.1 Any notice to be given hereunder shall be in writing and may be given by electronic mail or by hand delivery and shall, in the case of notice to the Corporation, be addressed and sent by electronic mail or delivered to:

Tecsys Inc. 1 Place Alexis Nihon Montreal, Quebec H3Z 3B8 Attention: Peter Brereton President and CEO Electronic Mail: peter.brereton@tecsys.com

with a copy to:

McCarthy Tétrault LLP Bureau 2500 1000, rue De La Gauchetière Ouest Montréal, QC H3B 0A2 Attention: Sonia Struthers Electronic Mail: sstruthers@mccarthy.ca

and in the case of the Underwriters, be addressed and telecopied or delivered to:

Stifel Nicolaus Canada Inc. 1250 René-Lévesque Blvd. West, Suite 1605 Montreal, Quebec, H3B 4W8 Attention: Derek Lithwick, Director, Investment Banking Electronic Mail: dlithwick@stifel.com

Cormark Securities Inc. Royal Bank Plaza, North Tower Suite 1800, 200 Bay Street Toronto, Ontario M5J 2J2 Attention: James Austen, Director, Investment Banking Electronic Mail: jausten@cormark.com

Laurentian Bank Securities Inc. 1360 Rene-Levesque Blvd. West, Suite 620 Montreal, Quebec, H3G 0E8 Attention: Joseph Gallucci, Managing Director, Investment Banking Electronic Mail: galluccij@lb-securities.ca

Echelon Wealth Partners Inc.

1 Adelaide Street East, Suite 2100 Toronto, Ontario, M5C 2V9 Attention: Rob Furse, President Electronic Mail: rfurse@echelonpartners.com

with a copy to:

Dentons Canada LLP 1 Place Ville Marie, 39th Floor Montreal, Québec H3B 4M7 Attention: Scott Rozansky Electronic Mail: scott.rozansky@dentons.com

The Corporation and the Underwriters may change their respective addresses for notice by notice given in the manner referred to above.

• 12.2 The Corporation acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement is an arm's-length commercial transaction between the Corporation and the Underwriters, on the other; (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Corporation; (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favour of the Corporation with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is concurrently advising the Corporation on other matters) or any other obligation to the Corporation except the obligations expressly set forth in this Agreement; and (iv) each of the Corporation has consulted its own legal and financial advisors to the extent they deemed appropriate. The Corporation agrees that they will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Corporation in connection with such transaction or the process leading thereto.

• 12.3 Time and each of the terms and conditions of this Agreement shall be of the essence of this Agreement and any waiver by the parties of this section 12.3 or any failure by them to exercise any of their rights under this Agreement shall be limited to the particular instance and shall not extend to any other instance or matter in this Agreement or otherwise affect any of their rights or remedies under this Agreement.

• 12.4 This Agreement constitutes the entire agreement between the parties hereto in respect of the matters referred to herein and there are no representations, warranties, covenants or agreements, expressed or implied, collateral hereto other than as expressly set forth or referred to herein and this Agreement supersedes any previous agreements, arrangements or understandings among the parties.

• 12.5 The headings in this Agreement are for reference only and do not constitute terms of the Agreement.

• 12.6 The provisions contained in this Agreement which, by their terms, require performance by a party to this Agreement subsequent to the Closing Date of this Agreement, shall survive the Closing Date of this Agreement.

• 12.7 No alteration, amendment, modification or interpretation of this Agreement or any provision of this Agreement shall be valid and binding upon the parties hereto unless such alteration, amendment, modification or interpretation is in written form executed by the parties directly affected by such alteration, amendment, modification or interpretation.

• 12.8 The parties hereto shall execute and deliver all such further documents and instruments and do all such acts and things as any party may, either before or after the Closing Date, reasonably require in order to carry out the full intent and meaning of this Agreement.

• 12.9 This Agreement may not be assigned by any party hereto without the prior written consent of all of the parties hereto.

• 12.10 This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein. Each of the parties irrevocably attorns to the jurisdiction of the courts of the Province of Quebec, District of Montreal.

• 12.11 The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

• 12.12 This Agreement may be signed by the parties in as many counterparts as may be deemed necessary, each of which so signed shall be deemed to be an original, and all such counterparts together shall constitute one and the same instrument.

• 12.13 The parties hereby acknowledge that they have expressly required this Agreement and all notices, statements of account and other documents required or permitted to be given or entered into pursuant hereto to be drawn up in the English language only. Les parties reconnaissent avoir expressément demandé que la présente convention ainsi que tout avis, état de compte et autre do-cument à être ou pouvant être donné ou conclu en vertu des présentes, soient rédigés en langue anglaise seulement.

[THIS SPACE IS INTENTIONALLY LEFT BLANK]

If the foregoing is in accordance with your understanding and agreed to by you, please signify your acceptance on the accompanying counterparts of this letter and return same to the Underwriters whereupon this letter as so accepted shall constitute an agreement between the Corporation and the Underwriters enforceable in accordance with its terms.

Yours truly,

STIFEL NICOLAUS CANADA INC.

Per: (s) Derek Lithwick Name: Derek Lithwick Title: Director

CORMARK SECURITIES INC.

Per: (s) James Austen Name: James Austen Title: Director

LAURENTIAN BANK SECURITIES INC.

Per: (s) Joseph Gallucci Name: Joseph Gallucci Title: Managing Director

ECHELON WEALTH PARTNERS INC.

Per: (s) Rob Furse Name: Rob Furse Title: President

The foregoing is accepted and agreed to on the April 14, 2020, effective as of the date appearing on the first page of this Agreement.

TECSYS INC.

• Per: (s) Peter Brereton Name: Peter Brereton Title: President and Chief Executive Officer
• Per: (s) Mark J. Bentler Name: Mark J. Bentler Title: Chief Financial Officer and Secretary

SCHEDULE "A" SUBSIDIARIES

	Name of Subsidiary(Jurisdiction)	Securities of SubsidiaryOwned by the Corporation	Percentage of Issued andOutstanding
	TECSYS U.S. Inc. (State ofOhio)	All issued and outstandingshares	100%
	TECSYS Europe Limited(England)	All issued and outstandingshares	100%
	OrderDynamics Corporation	All issued and outstandingshares	100%
	Tecsys Denmark HoldingApS	All issued and outstandingshares	100%
	Tecsys A/S	All issued and outstandingshares	100%
	LOGI D Holding Inc.(Canadian Federal)	All issued and outstandingshares	100%
	LOGI D Inc. (CanadianFederal)	All issued and outstandingshares	100%
	LOGI D Corp. (Delaware)	All issued and outstandingshares	100%

SCHEDULE "B"

U.S. OFFERS AND SALES

Definitions

1. As used in this Schedule "B", the following terms will have the following meanings:

"Directed Selling Efforts" means "directed selling efforts" as that term is defined in Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule, it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S and related interpretations, case law and SEC staff pronouncements, 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 Securities, and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of the Securities;

"FINRA" means the Financial Industry Regulatory Authority, Inc.;

"Foreign Issuer" means a "foreign issuer" as that term is defined in Regulation S;

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

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

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

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

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

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

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

"Securities" means the Shares;

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

"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. Exchange Act" means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

"U.S. Person" means a "U.S. person" as that term is defined in Regulation S;

"U.S. Placee" means a U.S. Person on whose account or benefit the Shares are offered or sold, or a person to whom the Shares are offered or sold in the United States;

"U.S. Placement Agent" means Stifel Nicolaus & Company, Inc.; and

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

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

A. Representations, Warranties and Covenants of the Corporation

The Corporation represents and warrants to and covenants with each of the Underwriters that facilitates sales to a U.S. Placee and the U.S. Placement Agent that:

• 1. It is a Foreign Issuer with no Substantial U.S. Market Interest with respect to the Common Shares.
• 1. Except with respect to offers and sales in accordance with this Schedule "B" to Qualified Institutional Buyers in reliance upon an exemption from registration available under Rule 144A, neither the Corporation nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriters, their respective affiliates or any person acting on their behalf, in respect of which no representation is made), has made or will make any offer to sell, or any solicitation of an offer to buy, any Shares to a person in the United States.
• 1. None of the Corporation, its subsidiaries or any persons acting on its or their behalf (other than the Underwriters, the U.S. Placement Agent, their respective affiliates or any person acting on their behalf, in respect of which no representation, warranty or covenant is made) has made or will make any Directed Selling Efforts in the United States or has engaged or will engage in any form of General Solicitation or General Advertising or has acted in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act in the United States with respect to the offer and sale of the Securities.
• 1. The Securities satisfy the requirements set forth in Rule 144A(d)(3) under the U.S. Securities Act.
• 1. The Corporation is not, and as a result of the sales of the Shares contemplated hereby will not be, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered, or closed-end investment company required to be registered but not registered, under the United States Investment Company Act of 1940, as amended.
• 1. The Corporation has not sold, offered for sale or solicited any offer to buy, during the period beginning six months prior to the start of the Offering, and will not sell, offer for sale or solicit any offer to buy during the period ending six months after the completion of the Offering, any of its securities in the United States in a manner that would be integrated with and would cause the exemption from registration provided by Rule 144A, to be unavailable with respect to offers and sales of the Shares pursuant to this Schedule "B" or the exclusion from registration provided by Rule 903 of Regulation S to be unavailable for offers and sales of Shares to persons outside the United States.
• 1. The Corporation will not take any action that would cause the exemptions or exclusions provided by (i) Rule 144A to be unavailable with respect to offers and sales of the Shares within the United States by the Underwriters pursuant to this Schedule "A" or (ii) Rule 903 of Regulation S to be unavailable with respect to offers and sales of the Securities outside the United States by the Corporation pursuant to this Schedule "A".
• 1. None of the Securities is part of a class listed on a national securities exchange registered under Section 6 of the U.S. Exchange Act, quoted in an automated interdealer system in the United States (within the meaning of such term under Rule 144A), or convertible or exchangeable at an effective

conversion premium (calculated as specified in paragraph (a)(6) of Rule 144A under the U.S. Securities Act) of less than ten percent for securities so listed or quoted.

1. If the Corporation is a "passive foreign investment company" within the meaning of section 1297(a) of the United States Internal Revenue Code of 1986, as amended (the "Code") during any calendar year following the purchase of Shares by a Qualified Institutional Buyer, the Corporation will provide to the purchaser all information that would be required for income tax reporting purposes by a United States shareholder making an election to treat the Corporation as a "qualified electing fund" for the purposes of the Code.

B. Representations, Warranties and Covenants of certain Underwriters and the U.S. Placement Agent

Each of the Underwriters that facilitates sales to a U.S. Placee, and the Co-Lead Underwriters on behalf of the U.S. Placement Agent, represents and warrants to and covenants and agrees with the Corporation, severally and not jointly, that:

• 1. It acknowledges that the Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold except pursuant to an exclusion or exemption from the registration requirements of the U.S. Securities Act or any U.S. state securities laws. It has offered and sold and will offer and sell the Shares only (i) outside the United States in Offshore Transactions in accordance with Rule 903 of Regulation S, or (ii) within the United States, as provided in this Schedule "B". Accordingly, neither the Underwriter, nor the U.S. Placement Agent, nor any persons acting on its or their behalf: (i) have engaged or will engage in any Directed Selling Efforts with respect to the Securities; or (ii) except as permitted by this Schedule "B", have made or will make (x) any offers to sell, or solicitations of any offers to buy, Shares in the United States or (y) any sale of Shares unless at the time the purchaser made its buy order therefor, the purchaser was outside the United States, or the Underwriter, the U.S. Placement Agent or other person acting on any of their behalf reasonably believed that such purchaser was outside the United States.
• 1. It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Securities, except with the U.S. Placement Agent or with the prior written consent of the Corporation.
• 1. It, and the U.S. Placement Agent, are each U.S. Qualified Institutional Buyers.
• 1. It will require the U.S. Placement Agent to agree, for the benefit of the Corporation, to comply with, and will use its best efforts to ensure that the U.S. Placement Agent complies with, the provisions of this Schedule "B" as if such provisions applied to such U.S. Placement Agent.
• 1. All offers and sales of the Shares in the United States will be effected by the U.S. Placement Agent in accordance with all applicable U.S. federal and state broker-dealer requirements and applicable FINRA rules. Such U.S. Placement Agent is, and will be on the date of each offer or sale of Shares in the United States, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and the securities laws of each state in which such offer or sale is made (unless exempted from the respective state's broker-dealer registration requirements) and a member of and in good standing with the FINRA.
• 1. Any offer, sale or solicitation of an offer to buy Shares that has been made or will be made in the United States, was or will be made only to Qualified Institutional Buyers in transactions that are exempt from registration pursuant to Rule 144A and exempt from registration under all applicable state securities laws. The Underwriters acknowledge that Rule 144A is a resale exemption and, accordingly, any Shares sold to Qualified Institutional Buyers pursuant to Rule 144A will be sold by the Corporation to the Underwriters, as principal and then resold by the Underwriters to the

Qualified Institutional Buyers, with the U.S. Placement Agent acting as the Underwriter's selling agent for purposes of the Rule 144A resale transaction.

• 1. Offers and sales of Shares in the United States have not been and will not be made by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.
• 1. At least one business day prior to the Closing Date, it will provide the Corporation's transfer agent with a list of all purchasers of the Shares that are U.S. Placees, together with their addresses (including state of residence), the number of Securities purchased and the registration and delivery instructions for the Securities.
• 1. Immediately prior to soliciting any U.S. Placee, it had reasonable grounds to believe and did believe that each offeree was a Qualified Institutional Buyer.
• 1. All purchasers of the Shares in the United States will be informed that the Securities have not been and will not be registered under the U.S. Securities Act and are being offered and sold to such purchasers in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A.
• 1. At closing, the Underwriters, together with the U.S. Placement Agent, will provide a certificate, substantially in the form of Exhibit A to this Schedule, relating to the manner of the offer and sale of the Securities in the United States, or will be deemed to have represented that they did not offer or sell any Securities in the United States.

EXHIBIT A

UNDERWRITER'S CERTIFICATE

In connection with the private placement in the United States of the common shares (the "Offered Securities") of Tecsys Inc. (the "Company") pursuant to the Underwriting Agreement dated April 14, 2020 among the Company and the Underwriters named therein (the "Underwriting Agreement"), each of the undersigned hereby certifies to the Company as follows:

• (a) the U.S. Placement Agent is, and at all relevant times was, a duly registered broker or dealer with the United States Securities and Exchange Commission and is a member of and in good standing with the Financial Industry Regulatory Authority, Inc. ("FINRA") on the date hereof and the date on which each offer was made by it in the United States, and all offers and sales of the Securities in the United States have been effected by the U.S. Placement Agent in accordance with all U.S. federal and state broker-dealer requirements and all applicable FINRA rules;
• (b) immediately prior to offering, or soliciting any offer to buy, Offered Securities to any person in the United States ("U.S. Offeree"), it had reasonable grounds to believe and did believe that the U.S. Offeree was a Qualified Institutional Buyer and, on the date hereof, it continues to have reasonable grounds to believe, and does believe, that each such person in the United States that is purchasing Offered Securities from it is a Qualified Institutional Buyer;
• (c) it used no form of General Solicitation or General Advertising in connection with the offer or sale of the Offered Securities in the United States;
• (d) it has not made any Directed Selling Efforts in the United States with respect to the Offered Securities;
• (e) the offering of the Offered Securities in the United States, has been conducted by it in accordance with the terms of the Underwriting Agreement, including Schedule B thereto.

Terms used in this certificate have the meanings given to them in the Underwriting Agreement (including the Schedule "B" thereto) unless otherwise defined herein.

Dated this ___th day of April, 2020.

_________________________________

_________________________________

Stifel Nicolaus Canada Inc. By: Name: Title:

Stifel Nicolaus & Company, Inc. By: Name: Title:

SCHEDULE "C" BROKER FEES

[Redacted.]