Thinkific Labs Inc.

UNDERWRITING AGREEMENT

April 21, 2021

Thinkific Labs Inc. 400-369 Terminal Avenue Vancouver, BC V6A 4C4

Attention: Greg Smith, Chief Executive Officer

Ladies and Gentlemen:

The undersigned, BMO Nesbitt Burns Inc. (“ BMO ”) and CIBC World Markets Inc. (" CIBC "). (collectively, the “ Lead Underwriters ”), together with National Bank Financial Inc., TD Securities Inc., Canaccord Genuity Corp., Cormark Securities Inc. and Stifel Nicolaus Canada Inc. (collectively with the Lead Underwriters, the “ Underwriters ”, and each individually, an “ Underwriter ”), understand that Thinkific Labs Inc. (the “ Company ”) proposes to issue and sell to the Underwriters 12,310,000 subordinate voting shares of the Company (the “ Firm Shares ”), which Firm Shares and any Optional Shares (as defined below) shall have the material attributes described in and contemplated by the Final Prospectus (as defined below).

The Underwriters propose to distribute the Firm Shares and, if any, the Optional Shares, in the Qualifying Jurisdictions (as defined below) pursuant to the Final Prospectus (as defined below) and to Qualified Institutional Buyers (as defined below) in the United States in compliance with the exemptions from registration under the U.S. Securities Act (as defined below) provided by Rule 144A (as defined below) through an affiliate of one or more of the Underwriters duly registered with the United States Securities and Exchange Commission and the Financial Industry Regulatory Authority Inc. and in compliance with any applicable securities laws of any state or other jurisdiction in the United States, all in the manner contemplated by this Agreement.

Based on the foregoing, and subject to the terms and conditions contained in this Agreement, the Underwriters, severally and not jointly, on the basis of the percentages set forth in Section 24 of this Agreement (and subject to such adjustments to eliminate fractional shares as the Lead Underwriters may determine), agree to purchase from the Company and the Company, by its acceptance hereof, agrees to issue and sell to the Underwriters, all but not less than all of the Firm Shares at the Closing Time (as defined below) at a price of $13.00 per share (the “ Purchase Price ”).

By acceptance of this Agreement, the Company hereby grants to the Underwriters an unassignable right (the “ Over-Allotment Option ”), to purchase, severally and not jointly, up to an aggregate of 1,846,500 additional subordinate voting shares of the Company (the “ Optional Shares ”) from the Company at the Option Closing Time (as defined below) at a purchase price per share equal to the Purchase Price and otherwise on the same basis as the purchase of the Firm Shares. If the Lead Underwriters, on behalf of the Underwriters, elect to exercise the Over-Allotment Option, the Lead Underwriters shall provide written notice (the “ Exercise Notice ”) to the Company not later than the 30[th] day after the Closing Date (as defined below), which Exercise Notice shall specify the number of Optional Shares to be purchased by the Underwriters and the date on which such Optional Shares are to be purchased (the “ Option Closing Date ”). Such date may be the same as the Closing Date but not earlier than the Closing Date and shall be at least two Business Days (as defined below) (or such time closer to the Option Closing Date as agreed to by the Company and the Lead Underwriters), but not more than five Business Days, after the date on which the Exercise Notice is delivered to the Company. If any Optional Shares are purchased from the Company, each Underwriter agrees, severally and not jointly, to purchase such portion of Optional Shares (subject to such adjustments to eliminate fractional shares as the Lead Underwriters may determine) on the basis of the percentages set forth in Section 24 opposite the name of such Underwriter.

The Firm Shares and the Optional Shares are hereinafter collectively referred to as the “ Shares

1. Definitions

In this Agreement:

“ Adjusted EBITDA ” has the meaning given in the Final Prospectus;

“ affiliate ” and “ subsidiary ” have the respective meanings given to them in National Instrument 45-106 – Prospectus Exemptions ;

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

“ Amended Preliminary Prospectus ” means the amended and restated preliminary long form prospectus of the Company (in both the English and French languages unless the context indicates otherwise) dated April 12, 2021 relating to the distribution of the Shares;

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

“ BCSC ” means the British Columbia Securities Commission;

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

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

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

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

“ Closing ” means the completion of the issue and sale by the Company, and the purchase by the Underwriters, of the Firm Shares pursuant to this Agreement;

“ Closing Date ” means April 27, 2021 or such other date as the Company and the Underwriters may agree upon in writing, or as may be changed pursuant to this Agreement, but in any event shall not be later than May 11, 2021;

“ Closing Time ” means 5:00 a.m. (Vancouver time) on the Closing Date;

“ Company ” has the meaning given above;

“ Company IP ” means the Intellectual Property that is owned by the Company or its subsidiaries, whether through development, creation, conception or acquisition;

“ Company Marketing Materials ” means (i) the investor presentation dated April 12, 2021, (ii) the indicative term sheet dated April 12, 2021, and (iii) the indicative term sheet dated April 22, 2021;

“ comparables ” has the meaning given in NI 41-101;

“ controlled ”, “ distribution ”, “ material change ”, “ material fact ” and “ misrepresentation ” have the respective meanings given to them in the Securities Act (British Columbia) (or the U.S. Securities Act or U.S. Exchange Act, as applicable, in the case of a “material fact” relating to the U.S. Placement Memorandum), except where otherwise specified in this Agreement;

“ Environmental Laws ” means any federal, state, provincial, territorial or local law, statute, ordinance, rule, regulation, order, decree, judgment, injunction, permit, license, authorization or other binding requirement, or common law, relating to health, safety or the regulation, protection, cleanup or restoration of the environment or natural resources, including those relating to the distribution, processing, generation, treatment, control, storage, disposal, transportation, other handling or release or threatened release of Hazardous Materials or Conditions, and “ Hazardous Materials or Conditions ” means any material, substance (including, without limitation, pollutants, contaminants, hazardous or toxic substances or wastes) or condition that is regulated by or may give rise to liability under any Environmental Laws;

“ Equity Incentive Plans ” means the Legacy Option Plan and the Omnibus Incentive Plan;

“ Exercise Notice ” has the meaning given above;

“ Existing Credit Facility ” means the revolving demand facility pursuant to a loan agreement between the Company and the Royal Bank of Canada dated March 19, 2019 of up to CDN$2.3 million;

“ FCPA ” has the meaning given in Section 8(ddd);

“ Final Prospectus ” means the final long form prospectus of the Company (in both the English and French languages unless the context indicates otherwise) dated April 22, 2021 relating to the distribution of the Shares including the template version of any marketing materials included or incorporated by reference therein;

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

“ Financial Statements ” means the audited consolidated financial statements of the Company, which comprise the consolidated statements of financial position as at December 31, 2020 and December 31, 2019, the consolidated statements of income (loss) and comprehensive income (loss), changes in shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2020, and notes to the consolidated financial statements, including a summary of significant accounting policies, all as included in the Prospectus;

“ Firm Shares ” has the meaning given above;

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

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

“ Governmental Licences ” has the meaning given in Section 8(jj);

“ Indemnified Disclosure Documents ” means any Prospectus (including, for greater certainty, any Company Marketing Materials or marketing materials approved in accordance with Section 5), any Prospectus Amendment, the Written Testing-the-Waters Communication, the U.S. Placement Memorandum or any amendment to the U.S. Final Placement Memorandum;

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

“ Intellectual Property ” has the meaning given in Section 8(rr);

“ IT Systems ” has the meaning given in Section 8(kkk);

“ knowledge of the Company ” means the actual knowledge of Greg Smith, Corrine Hua, Miranda Lievers and Catherine Scott after reasonable inquiry;

“ Lead Underwriters ” has the meaning given above;

“ Legacy Option Plan ” has the meaning give to it in the Final Prospectus;

“ Licensed IP ” means the Intellectual Property owned by any person other than the Company or its subsidiaries and which the Company or its subsidiaries uses in the operation of their businesses under license;

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

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

“ Locked-Up Shareholders ” means the shareholders of the Company listed on Schedule A;

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

“ Material Adverse Effect ” or “ Material Adverse Change ” means any effect, change, event or occurrence that: (i) is, or is reasonably likely to be, materially adverse to the results of operations, financial condition, assets, properties, capital, liabilities (contingent or otherwise), cash flow, Adjusted EBITDA, business or operations or prospects of the Company and its subsidiaries taken as a whole, or (ii) would result in the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus or any Prospectus Amendment containing a misrepresentation, or the U.S. Placement Memorandum containing an untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, all within the meaning of U.S. Securities Laws;

“ MI 11-102 ” means Multilateral Instrument 11-102 – Passport System ;

“ Multiple Voting Shares ” means the multiple voting shares in the capital of the Company;

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

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

“ notice ” has the meaning given in Section 29;

“ OFAC ” has the meaning given in Section 8(eee);

“ Omnibus Incentive Plan ” has the meaning given to it in the Final Prospectus;

“ Optional Shares ” has the meaning given above;

“ Option Closing Date ” has the meaning given above;

“ Option Closing Time ” means 5:00 a.m. (Vancouver time) on the Option Closing Date;

“ Over-Allotment Option ” has the meaning given above;

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

“ Personal Data ” has the meaning given in Section 8(kkk);

“ Pre-Closing Capital Changes ” means the transactions to be carried out by the Company or involving securities of the Company as described in the Prospectus under the heading “Description of Share Capital – Pre-Closing Capital Changes”;

“ Preliminary Prospectus ” means the preliminary long form prospectus of the Company (in both the English and French languages unless the context indicates otherwise) dated March 22, 2021 relating to the distribution of the Shares;

“ Prospectus ” means, collectively, the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, and any Prospectus Amendment;

“ Prospectus Amendment ” means any amendment to the Preliminary Prospectus or the Final Prospectus;

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

“ Purchase Price ” has the meaning given above;

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

“ Qualifying Jurisdictions ” means all of the provinces and territories of Canada;

“Regulation S” means Regulation S promulgated under the U.S. Securities Act;

“ Rhino ” means Rhino Co-Invest 2 Limited Partnership;

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

“ SEC ” means the United States Securities and Exchange Commission;

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

“ Shares ” has the meaning given above;

“ standard term sheet ” has the meaning given in NI 41-101;

“ Subject Shares ” means the Multiple Voting Shares and the Subordinate Voting Shares;

“ Subordinate Voting Shares ” means the subordinate voting shares in the capital of the Company;

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

“ TMX Group ” has the meaning given in Section 33;

“ TSX ” means The Toronto Stock Exchange;

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

“ Underwriters’ Information ” means information and statements relating solely to the Underwriters which have been provided by the Underwriters to the Company in writing specifically for use in the Preliminary Prospectus, Amended Preliminary Prospectus, Final Prospectus, U.S. Placement Memorandum and any Prospectus Amendment; it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information: the second paragraph of the third cover page to the Prospectus, the first paragraph and the second sentence of the third paragraph under the sub-heading “Market Stabilization” in the Section titled “Plan of Distribution” in the Prospectus;

“ Underwriting Fee ” has the meaning given in Section 15;

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

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

“ U.S. Final Placement Memorandum ” means the final U.S. private placement memorandum (which shall include the Final Prospectus) used to make offers and sales of Shares in the United States pursuant to Rule 144A;

“ U.S. Placement Memorandum ” means each of the U.S. Preliminary Placement Memorandum, the U.S. Final Placement Memorandum and any amendment thereto used to make offers and sales of Shares in the United States pursuant to Rule 144A;

“ U.S. Preliminary Placement Memorandum ” means the preliminary U.S. private placement memorandum (which shall include the Amended Preliminary Prospectus) used to make offers of Shares in the United States pursuant to Rule 144A;

“U.S. QIB Letter” means the written confirmation, in substantially the form attached to Exhibit I to the U.S. Placement Memorandum, to be signed and delivered by each purchaser of the Shares acquiring Shares from an Underwriter or a U.S. Affiliate thereof pursuant to Rule 144A;

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

“ U.S. Securities Laws ” means the U.S. federal securities laws, including without limitation, the U.S. Exchange Act and the U.S. Securities Act, and applicable U.S. state securities laws; and

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

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

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

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

2. Compliance with Securities Laws

The Company represents and warrants to the Underwriters that the Company has prepared and filed the Preliminary Prospectus and the Amended Preliminary Prospectus with the Canadian Securities Regulators and has obtained a receipt from the BCSC for each of the Preliminary Prospectus and the Amended Preliminary Prospectus.

The Company covenants with the Underwriters that it shall use commercially reasonable efforts to have, by no later than 2:00 p.m. (Vancouver time) on April 22, 2021 (or such later date or time as may be determined by the Lead Underwriters in their sole discretion), (i) prepared and filed the Final Prospectus (in a form approved by the Underwriters, acting reasonably) with the Canadian Securities Regulators and (ii) obtained a receipt from the BCSC for the Final Prospectus. Pursuant to MI 11-102, a receipt for the Final Prospectus will be deemed to have been issued by the regulator in each of the Qualifying Jurisdictions other than the Province of British Columbia if the conditions of MI 11-102 have been satisfied. The Company will promptly fulfil and comply with, to the satisfaction of the Underwriters, acting reasonably, Canadian Securities Laws required to be fulfilled or complied with by the Company to enable the Shares to be lawfully distributed to the public in the Qualifying Jurisdictions through the Underwriters or any other investment dealers appointed pursuant to subsection 4(a) registered as such in the Qualifying Jurisdictions.

3. Due Diligence

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

4. Restrictions on Sale

(a) The Company agrees that the Underwriters will be permitted to appoint, at their sole expense, other registered dealers as their agents to assist in the distribution of the Shares. The Underwriters shall, and shall require any such dealer, other than the Underwriters, with which the Underwriters have a contractual relationship in respect of the distribution of the Shares (a “ Selling Firm ”) to, comply with Canadian Securities Laws in connection with the distribution of the Shares in the Qualifying Jurisdictions and shall offer the Shares for sale to the public directly and through Selling Firms in the Qualifying Jurisdictions upon the terms and conditions set out in the Final Prospectus and this Agreement in accordance with Canadian Securities Laws. The Underwriters shall, and shall require any Selling Firm to, offer for sale to the public and sell the Shares only in those jurisdictions where they may be lawfully offered for sale or sold.
(b) The Underwriters shall, and shall require any Selling Firm to agree to, distribute the Shares in a manner that complies with all applicable laws and regulations (including Regulation S and Rule 144A) in each jurisdiction into and from which they may offer to sell the Shares or distribute the Prospectus and/or the U.S. Placement Memorandum in connection with the distribution of the Shares and will not, directly or indirectly, offer, sell or deliver any Shares or deliver the Prospectus and/or the U.S. Placement Memorandum to any person in any jurisdiction other than in the Qualifying Jurisdictions and, in the case of the U.S. Placement Memorandum, the United States in reliance on Rule 144A, except in a manner which will not require the Company to comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under the applicable securities laws of such other jurisdictions.
(c) Notwithstanding the foregoing, an Underwriter will not be liable for any breach under this Section 4 or Schedule B to this Agreement by another Underwriter or a Selling Firm appointed by another Underwriter.
(d) For the purposes of this Section 4, the Underwriters shall be entitled to assume that the Shares are qualified for distribution in any Qualifying Jurisdiction where a receipt for the Prospectus shall have been obtained from the applicable Canadian Securities Regulator following the filing of the Prospectus unless the Underwriters receive written notice to the contrary from the Company or a Canadian Securities Regulator.
(e) The Company and the Underwriters hereby acknowledge that the Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold in the United States except to persons reasonably believed to be Qualified Institutional Buyers in accordance with Rule 144A and the applicable state securities laws of any U.S. state. Accordingly, the Company and each of the Underwriters hereby agree that offers and sales of the Shares in the United States shall be conducted only in the manner specified in Schedule B hereto, which terms and conditions are hereby incorporated by reference in and form a part of this Agreement.
(f) The Underwriters will use commercially reasonable efforts to cause the distribution of the Shares to occur in such a manner that the minimum distribution requirements for the initial listing and posting for trading of the Shares on the TSX are satisfied. Upon the request of the Company, the Underwriters will provide the TSX with a letter setting forth the anticipated distribution of the offering of Shares based upon subscriptions for the Shares received as of the date of such request.

5. Marketing Materials

(a) In connection with the distribution of the Shares:
(i) the Company shall prepare, in consultation with the Lead Underwriters, and approve in writing, prior to the time the marketing materials are provided to potential investors, a template version of the marketing materials reasonably requested to be provided by the Underwriters to any potential investor; such marketing materials shall comply with Canadian Securities Laws and be acceptable in form and substance to the Underwriters, acting reasonably, and such template version shall be approved in writing by the Lead Underwriters, on behalf of all of the Underwriters, and the Company, prior to the time the marketing materials are provided to potential investors;
(ii) the Company shall file the template version of the marketing materials referred to in paragraph 5(a)(i) above, with the Canadian Securities Regulators as soon as reasonably practicable after the template version of the marketing materials is so approved in writing by the Company and by the Lead Underwriters, on behalf of all of the Underwriters, and in any event on or before the day the marketing materials are first provided to any potential investor (as advised by the Lead Underwriters);
(iii) any comparables shall be redacted from the template version of the marketing materials in accordance with NI 41-101 prior to filing such template version with the Canadian Securities Regulators, and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators by the Company as required by Canadian Securities Laws; and
(iv) any marketing materials approved and filed in accordance with this Agreement (including the Company Marketing Materials), and any standard term sheets approved in writing by the Company and the Lead Underwriters, shall only be provided to potential investors in those jurisdictions where it is lawful to do so.

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

(b) The Company shall also prepare and file a revised template version of any marketing materials provided to potential investors in connection with the offering of the Shares where required under Canadian Securities Laws, and the foregoing paragraphs above shall also apply to such revised template version.
(c) During the period of distribution of the Shares, the Company and the Underwriters, severally and not jointly, covenant and agree:
(i) not to provide any potential investor with any marketing materials unless a template version of such marketing materials has been or will be filed by the Company with the Canadian Securities Regulators on or before the day such marketing materials are first provided to any potential investor; and
(ii) not to provide any potential investor with: (i) any marketing materials relating to the distribution of the Shares other than such marketing materials for which the

template versions thereof have been approved and filed in accordance with the foregoing paragraphs, or (ii) any standard term sheet (as defined in NI 41-101) relating to the distribution of the Shares other than such standard term sheets approved in writing by the Company and the Lead Underwriters, on behalf of all of the Underwriters.

(d) Each of the Company and the Lead Underwriters confirms to the other parties hereto that it has approved in writing a template version of each of the Company Marketing Materials before such Company Marketing Materials were first provided to potential investors and the Company confirms to the Underwriters that: (i) it has filed an English and French language version of a template version of each of the Company Marketing Materials with the Canadian Securities Regulators, with any comparables removed as permitted by NI 41101, on or before the day (as advised by the Lead Underwriters) such Company Marketing Materials were first provided to potential investors; and (ii) for Company Marketing Materials where comparables were removed from the filed template version, it has delivered an English and French language version of a complete template version (including comparables) of such Company Marketing Materials to the Canadian Securities Regulators.
(e) The Underwriters will not make any representations or warranties with respect to the Company or the Shares, other than as set forth in this Agreement, the Prospectus, the U.S. Placement Memorandum, any Company Marketing Materials and other marketing materials or standard term sheets approved in writing by the Lead Underwriters and the Company in accordance with Section 5, orally-conveyed pricing information and other than as permitted by applicable laws, without the written approval of the Company, acting reasonably.
(f) No Underwriter will be liable under this Section with respect to a default by any of the other Underwriters or a Selling Firm appointed by any of the other Underwriters.

6. Delivery of Documents

(a) On or prior to the time of filing of the Final Prospectus, the Company shall deliver or cause to be delivered to each of the Underwriters (except to the extent such documents have been previously delivered to the Underwriters or are available on SEDAR):
(i) a copy of each of the Preliminary Prospectus, the Amended Preliminary Prospectus and the Final Prospectus in the English language signed and certified by the Company as required by Canadian Securities Laws in the Qualifying Jurisdictions;
(ii) a copy of each of the Preliminary Prospectus, the Amended Preliminary Prospectus and the Final Prospectus and in the French language signed and certified by the Company as required by Canadian Securities Laws applicable in the Province of Québec;
(iii) a copy of the U.S. Placement Memorandum;
(iv) a copy of any other document required to be filed by the Company under Canadian Securities Laws, including without limitation any marketing materials and template versions thereof;
(v) an opinion of Blake, Cassels & Graydon LLP, dated the date, as applicable, of each of the Preliminary Prospectus, the Amended Preliminary Prospectus and the Final

Prospectus, each in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the board of directors of the Company, to the effect that the French language version of the Preliminary Prospectus, the Amended Preliminary Prospectus and the Final Prospectus, except for the Financial Statements and information under the headings “Non-IFRS Measure and Industry Metrics”, “Our Financial Performance”, “Preliminary Estimated Results for the Three Month Period Ended March 31, 2021”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and “Consolidated Capitalization” contained in the Preliminary Prospectus, the Amended Preliminary Prospectus and the Final Prospectus as applicable (collectively with the Financial Statements, the “ Financial Information ”), as to which no opinion need be expressed by such counsel, is, in all material respects, a complete and proper translation of the English language version thereof;

(vi) an opinion of KPMG LLP dated the date, as applicable, of each of the Preliminary Prospectus, the Amended Preliminary Prospectus and the Final Prospectus, each in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the board of directors of the Company, to the effect that the French language version of the Financial Information contained in the Preliminary Prospectus, the Amended Preliminary Prospectus and the Final Prospectus, as applicable, is, in all material respects, a complete and proper translation of the English language version thereof;
(vii) a “long-form” comfort letter of KPMG LLP, dated the date of the Final Prospectus (with the requisite procedures to be completed by such auditors no later than two Business Days prior to the date of the Final Prospectus), addressed to the Underwriters and the board of directors of the Company, in form and substance satisfactory to the Underwriters, acting reasonably, with respect to certain financial and numerical information relating to the Company contained in the Final Prospectus, which letter shall be in addition to the auditors’ report contained in the Final Prospectus and any auditors’ comfort letter addressed to the Canadian Securities Regulators; and
(viii) a copy of the letter from the TSX advising the Company that conditional approval of the listing of the Subordinate Voting Shares (including the Shares) has been granted by the TSX, subject to the satisfaction by the Company of the customary conditions set out therein.
(b) In the event that the Company is required by Canadian Securities Laws to prepare and file a Prospectus Amendment, the Company shall prepare and deliver promptly to the Underwriters signed and certified copies of such Prospectus Amendment in the English and French languages. Any Prospectus Amendments shall be in form and substance satisfactory to the Underwriters, acting reasonably. Concurrently with the delivery of any Prospectus Amendment, the Company shall deliver to the Underwriters, with respect to such Prospectus Amendment, documents similar to those referred to in Sections 6(a)(iii), (iv), (v), (vi) and (vii), except that no “comfort letter” referred to in Section 6(a)(vii) shall be required in the case of a Prospectus Amendment that is an amendment to the Preliminary Prospectus.

7. Representations as to Prospectus and Prospectus Amendments

(a) Filing of the Preliminary Prospectus, the Amended Preliminary Prospectus and the Final Prospectus and any Prospectus Amendment shall constitute a representation and warranty by the Company to the Underwriters that, as at their respective dates, and, in the case of the U.S. Placement Memorandum (including any amendment to the U.S. Placement Memorandum) as of its date:
(i) the information and statements (excluding the Underwriters’ Information) contained in the Preliminary Prospectus, the Amended Preliminary Prospectus and the Final Prospectus and any Prospectus Amendment contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Company and the Shares as required by Canadian Securities Laws;
(ii) no material fact has been omitted from such information and statements (excluding the Underwriters’ Information) that is required to be stated in such information and statements or that is necessary to make a statement contained in such information and statements not misleading in the light of the circumstances under which it was made;
(iii) the information and statements (excluding the Underwriters’ Information) contained in the U.S. Placement Memorandum and any amendment thereto do not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, all within the meaning of U.S. Securities Laws; and
(iv) except with respect to any Underwriters’ Information, such documents comply fully with the requirements of Canadian Securities Laws, other than as to nonmaterial matters of form or similar non-material matters.

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

8. Additional Representations and Warranties of the Company

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

(a) except as disclosed in the Prospectus and the U.S. Placement Memorandum, since December 31, 2020: (i) there has been no material change with respect to the Company and its subsidiaries taken as a whole, (ii) there have been no transactions entered into by the Company or any of its subsidiaries which are material with respect to the Company and its subsidiaries taken as a whole, other than those in the ordinary course of business, and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its shares, other than those that may be declared, paid or made by the Company in connection with the Pre-Closing Capital Changes;

(b) the Company is, at the date of this Agreement, a company existing and in good standing under the Business Corporations Act (British Columbia) and is properly registered or licensed to carry on business under the laws of all jurisdictions in which its business is carried on, except where the failure to be so registered or licensed would not have a Material Adverse Effect;
(c) each of the subsidiaries of the Company is a corporation existing and in good standing under the laws of its jurisdiction of formation and is properly registered or licensed to carry on business under the laws of all jurisdictions in which its business is carried on, except where the failure to be so registered or licensed would not have a Material Adverse Effect;
(d) the Company has the requisite corporate power, authority and capacity to execute and deliver this Agreement and to perform its obligations hereunder, and to execute and file with the Canadian Securities Regulators the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Prospectus Amendment, and each of the Company and its subsidiaries has the requisite corporate power, authority and capacity to own, lease and operate its property and assets and to carry on its business as currently carried on and as proposed to be carried on;
(e) immediately following the completion of the Pre-Closing Capital Changes, the Company will have authorized share capital consisting of an unlimited number of Subordinate Voting Shares, an unlimited number of Multiple Voting Shares and an unlimited number of preferred shares, issuable in series, of which 5,533,812 Subordinate Voting Shares, 56,993,752 Multiple Voting Shares and no preferred shares will be issued and outstanding immediately following the completion of the Pre-Closing Capital Changes and prior to the Closing (assuming no issuance of shares on or after the date hereof pursuant to options or other convertible securities of the Company outstanding on the date hereof). No person has any agreement or option, or right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option, for the purchase from the Company of any unissued shares of the Company or its subsidiaries, except as disclosed in the Prospectus and the U.S. Placement Memorandum;
(f) all of the Subject Shares to be issued and outstanding immediately prior to the Closing (including, for greater certainty, the Subject Shares to be issued pursuant to or as contemplated by the Pre-Closing Capital Changes) will by such time have been duly and validly authorized and issued and will be fully paid and non-assessable shares of the Company, and none of such Subject Shares of the Company will have been issued in violation of the pre-emptive or similar rights of any securityholder of the Company or of any other person;
(g) all of the issued and outstanding shares or other equity interests in the subsidiaries of the Company are 100% owned, directly or indirectly, by the Company (free and clear of all Liens other than liens granted in connection with the Existing Credit Facility); in addition, all of the issued and outstanding shares or other equity interests in the subsidiaries of the Company have been duly and validly authorized and issued by such subsidiaries and are fully paid and non-assessable shares or other equity interests of such subsidiaries;
(h) other than the shares or other equity interests in the subsidiaries of the Company, the Company does not have any equity interest, directly or indirectly, in any person; and no subsidiary of the Company other than those listed under the heading “Corporate Structure” in the Final Prospectus is required to be disclosed in the Prospectus pursuant to item 4.2 of Form 41-101F1;

(i) (A) the Financial Statements included in the Prospectus and the U.S. Placement Memorandum have been prepared in conformity with International Financial Reporting Standards applied on a consistent basis throughout the periods involved and present fairly in all material respects the consolidated financial position of the Company as at December 31, 2020 and December 31, 2019, the consolidated results of income (loss) and comprehensive income (loss), changes in shareholders’ equity and cash flows of the Company for each of the years in the three-year period ended December 31, 2020; (B) the information contained in the Prospectus under the heading “Our Financial Performance” fairly presents in all material respects the information set forth therein on a basis consistent with that of the Financial Statements contained in the Prospectus and the U.S. Placement Memorandum, except as may be expressly stated in the related notes thereto or as otherwise stated in the Prospectus and the U.S. Placement Memorandum; (C) the information contained in the Prospectus under the heading “Consolidated Capitalization” has been compiled on a basis consistent with that of the Financial Statements contained in the Prospectus and the U.S. Placement Memorandum, except as otherwise stated therein; and (D) the information contained in the Prospectus under the heading “Preliminary Estimated Results for the Three Month Period Ended March 31, 2021” pertaining to the financial results as at, or for the three month period ended, March 31, 2021, have been determined in accordance with International Financial Reporting Standards applied on a consistent basis with the Financial Statements.
(j) neither the Company nor any of its subsidiaries has incurred any material liabilities or obligations (whether accrued, absolute, contingent or otherwise) that continue to be outstanding except (i) as disclosed or contemplated in the Prospectus and the U.S. Placement Memorandum, or (ii) as incurred in the ordinary course of business by the Company or its subsidiaries, as the case may be, and which do not have a Material Adverse Effect;
(k) no acquisition has been made by the Company during its three most recently completed fiscal years and up to the date of the Final Prospectus that would be a significant acquisition for the purposes of Canadian Securities Laws or that would require the financial statement disclosure in respect of the acquired business prescribed by item 32 of Form 41-101F1 of NI 41-101, and no proposed acquisition by the Company has progressed to a state where a reasonable person would believe that the likelihood of the Company completing the acquisition is high and that: (i) if completed by the Company at the date of the Prospectus, would be a significant acquisition for the purposes of Canadian Securities Laws, or (ii) would require the financial statement disclosure in respect of the acquired business prescribed by item 32 of Form 41-101F1;
(l) the Company has established and maintains, or will establish and maintain by such time as is permitted by NI 52-109, “disclosure controls and controls and procedures” and “internal control over financial reporting” (each as defined in NI 52-109) as required by NI 52-109 and Canadian Securities Laws, and the Company is not aware, and has not been advised by its auditors, of any “material weakness” (as defined in NI 52-109) except as disclosed in the Prospectus and the U.S. Placement Memorandum;
(m) to the knowledge of the Company, none of the Company’s directors or officers is now, or has ever been, subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a directors or officer of a public company or of a company listed on a particular stock exchange;
(n) no director or officer, former director or officer, or shareholder or employee of, or any other person not dealing at arm’s length with, any of the Company, its subsidiaries or

predecessor companies, will continue after the Closing to be engaged in any material transaction or arrangement with or be a party to a material contract with, or has any material indebtedness, liability or obligation to, the Company or any of its subsidiaries, except as disclosed in the Prospectus and the U.S. Placement Memorandum or for employment or consulting arrangements with employees or consultants or those serving as a director or officer of the Company or any of its subsidiaries as described in the Prospectus and the U.S. Placement Memorandum;

(o) neither the Company nor any of its subsidiaries is in breach or violation of: (A) any term or provision of its constating documents, as applicable, (B) any resolution of its board of directors, managing members or shareholders, or (C) except as would not have a Material Adverse Effect, any contract, mortgage, note, indenture, joint venture or partnership arrangement, agreement (written or oral), instrument, lease, judgment, decree, order, statute, rule, licence, law or regulation applicable to it or by which it is bound;
(p) the execution and delivery by the Company of this Agreement and the performance by the Company of its obligations hereunder, and the completion of the Pre-Closing Capital Changes: (i) will not result in any breach or violation of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under: (A) any term or provision of the constating documents of the Company or any of its subsidiaries, (B) any resolution of its board of directors or shareholders of the Company or any of its subsidiaries, or (C) except as would not have a Material Adverse Effect, any contract, mortgage, note, indenture, joint venture or partnership arrangement, agreement (written or oral), instrument, lease, judgment, decree, order, statute, rule, licence, law or regulation applicable to the Company or any of its subsidiaries or by which the Company or any of its subsidiaries is bound, and (ii) except as would not have a Material Adverse Effect, will not give rise to any Lien in or with respect to the properties or assets now owned or hereafter acquired by the Company or any of its subsidiaries or the acceleration or the maturity of any debt under any indenture, mortgage, lease, agreement or instrument binding or affecting the Company or any of its subsidiaries or any of their respective properties or assets;
(q) the Final Prospectus describes, to the extent required by applicable Canadian Securities Laws, all material contracts (as defined in Canadian Securities Laws) of the Company;
(r) no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Authority or other person is required of the Company in connection with: (i) the execution and delivery by the Company of this Agreement, (ii) the performance by the Company of its obligations under this Agreement, or (iii) the issuance, sale and distribution of the Shares in the manner contemplated by the Prospectus and the U.S. Placement Memorandum, except, in each case, as have been or will be obtained or made prior to Closing;
(s) to the knowledge of the Company, there is no pending or contemplated change to any law, regulation or position of a Governmental Authority that would have a Material Adverse Effect;
(t) this Agreement, the Coattail Agreement (as defined in the Prospectus and the U.S. Placement Memorandum) and the Investor Rights Agreement (as defined in the Prospectus and the U.S. Placement Memorandum) and the performance of the Company’s obligations hereunder and thereunder, the execution and filing with the Canadian Securities Regulators of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Prospectus Amendments and the Pre-Closing Capital Changes have been, or will

at the Closing Time be, duly authorized by all necessary corporate action, and this Agreement, the Coattail Agreement and the Investor Rights Agreement have been, or will at the Closing Time be, duly executed and delivered by the Company and constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by the application of equitable principles when equitable remedies are sought and subject to the fact that rights of indemnity and contribution may be limited by applicable law;

(u) on or prior to the Closing Time, the form of the certificates for the Subject Shares will have been approved by the board of directors of the Company and adopted by the Company and will comply with all applicable legal and stock exchange requirements and will not conflict with the Company’s constating documents;
(v) except as disclosed in the Prospectus and the U.S. Placement Memorandum and except for such agreement(s) as will be terminated on or prior to the Closing Date, there are no shareholders’ agreements, voting agreements, investors’ rights agreements or other agreements in force or effect which in any manner affect or will affect the voting or control of any of the securities of the Company or its subsidiaries, the nomination of directors to the board of the Company or its subsidiaries or the operations or affairs of the Company or its subsidiaries;
(w) except as disclosed in the Prospectus and the U.S. Placement Memorandum, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the U.S. Securities Act or to file a prospectus under Canadian Securities Laws with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the offering of the Shares;
(x) the provisions of the Subject Shares conform, in all material respects, with the descriptions thereof in the Prospectus under the heading “Description of Share Capital”;
(y) the Shares have been, or will be at their date of issue, duly and validly authorized and, when issued or delivered in accordance with this Agreement, will be validly issued as fully paid and non-assessable shares of the Company and will not have been issued in violation of or subject to any pre-emptive rights or contractual rights to purchase securities issued by the Company;
(z) to the knowledge of the Company, no securities commission, stock exchange or comparable authority has issued any order requiring trading in any of the Company’s securities to cease, preventing or suspending the use of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, the U.S. Placement Memorandum or any Prospectus Amendment or preventing the distribution of the Shares in any Qualifying Jurisdiction or in the United States nor has instituted proceedings for any of such purposes and, to the knowledge of the Company, no such proceedings are pending or contemplated;
(aa) Computershare Investor Services Inc. will at the Closing Time have been duly appointed as registrar and transfer agent for the Subject Shares;
(bb) except: (i) as disclosed in the Prospectus and the U.S. Placement Memorandum, or (ii) where, if determined adversely to the Company or any of its subsidiaries, such matters

would not individually or collectively have a Material Adverse Effect or affect the validity of the issuance and sale of the Shares under this Agreement, there is no litigation or governmental or other proceeding or investigation at law or in equity before any Governmental Authority, domestic or foreign, in progress, pending or, to the Company’s knowledge, threatened against, or involving the assets, properties or business of, the Company or any of its subsidiaries, nor are there any matters under discussion outside of the ordinary course of business with any Governmental Authority relating to taxes, governmental charges, orders or assessments asserted by any such authority, and to the knowledge of the Company there are no facts or circumstances which would reasonably be expected to form the basis for any such litigation, governmental or other proceeding or investigation, discussions relating to taxes, governmental charges, orders or assessments;

(cc) the Subordinate Voting Shares (including the Shares) are conditionally approved for listing on the TSX, subject to the satisfaction of customary conditions required by such exchange;
(dd) at Closing, each of the Equity Incentive Plans will be duly approved by the Company and will comply in all material respects with the rules and policies of the TSX;
(ee) KPMG LLP is independent with respect to the Company within the meaning of the rules of professional conduct applicable to auditors in each of the provinces and territoires of Canada, and there has not been any “reportable event” (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations ) with such firm or any other prior auditor of the Company or any of its subsidiaries;
(ff) except as would not have a Material Adverse Effect, all tax returns required to be filed by the Company and its subsidiaries on or prior to the date hereof have been filed, and all taxes and other assessments of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties applicable thereto, due or claimed to be due have been paid, and neither the Company nor any of its subsidiaries is a party to any agreement, waiver or arrangement with any taxing authority which relates to any extension of time with respect to the filing of any tax returns, any payment of taxes or any assessment thereof;
(gg) there is no tax deficiency which has been asserted against the Company or any of its subsidiaries which would have a Material Adverse Effect, and all material tax liabilities are adequately provided for in accordance with International Financial Reporting Standards in the Financial Statements for all periods up to December 31, 2020;
(hh) there are no assessments or investigations in progress, pending or, to the knowledge of the Company, threatened, against the Company in respect of taxes; and there are no Liens for taxes upon the assets of the Company;
(ii) except where non-compliance does not have and would not reasonably be expected to have a Material Adverse Effect, each of the Company and its subsidiaries has conducted and is conducting its business or activities in compliance with all applicable laws, rules and regulations of each jurisdiction in which it carries on such business or activities and neither the Company nor any of its subsidiaries has received any notice of any alleged violation of any such laws, rules or regulations;
(jj) the Company and its subsidiaries collectively possess such permits, licences, approvals, consents and other authorizations (collectively, “ Governmental Licences ”) issued by Governmental Authorities necessary to conduct the business and activities now conducted by them, except where the failure to so possess would not, individually or in the aggregate,

have a Material Adverse Effect, and all such Governmental Licences are valid and existing and in good standing in all material respects. Each of the Company and its subsidiaries is in compliance with the terms and conditions of all such Governmental Licences, except where the failure to so comply would not, individually or in the aggregate, have a Material Adverse Effect;

(kk) except as described in the Prospectus and the U.S. Placement Memorandum or for such matters as would not, individually or in the aggregate, have a Material Adverse Effect, (i) neither the Company nor any of its subsidiaries is in violation of any Environmental Laws, (ii) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, and (iii) there are no pending administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, orders, directions, notices of non-compliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of its subsidiaries, and, to the knowledge of the Company, there are no facts or circumstances which would reasonably be expected to form the basis for any such administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, orders, directions, notices of non-compliance or violation, investigation or proceedings;
(ll) (i) each of the Company and its subsidiaries is in compliance, in all material respects, with the provisions of all applicable federal, provincial, local and other laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours; (ii) no collective labour dispute, grievance, arbitration or legal proceeding is ongoing, pending or, to the knowledge of the Company, threatened and no individual labour dispute, grievance, arbitration or legal proceeding is ongoing, pending or, to the knowledge of the Company, threatened with any employee of the Company or any of its subsidiaries that would have a Material Adverse Effect, and, to the knowledge of the Company, no such collective labour dispute, grievance, arbitration or legal proceeding has occurred during the past year; and (iii) no union has been accredited or otherwise designated to represent any employees of the Company or any of its subsidiaries and, to the knowledge of the Company, no accreditation request or other representation question is pending with respect to the employees of the Company or any of its subsidiaries, and no collective agreement or collective bargaining agreement or modification thereof has expired or is in effect in any of the Company’s or any of its subsidiaries’ facilities and none is currently being negotiated by the Company or any of its subsidiaries;
(mm) except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect, no existing partner, supplier, distributor, service provider, manufacturer or contractor of the Company or any of its subsidiaries has indicated to the Company that it intends to terminate its relationship with the Company or such subsidiary or that it will be unable to meet the Company’s or such subsidiary’s supply, distribution, service, manufacturing or contracting requirements;
(nn) none of the Company or any of its subsidiaries owns any real property;
(oo) except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect, neither the Company nor any of its subsidiaries is in default or breach of any real property lease, and neither the Company nor any of its subsidiaries has received any notice or other communication from the owner or manager of any real property leased by the Company or any of its subsidiaries that the Company or such subsidiary is not in compliance with any real property lease, and to the knowledge of the Company, no such notice or other communication is pending or has been threatened;

(pp) the Company and its subsidiaries maintain such policies of insurance with commercial providers of insurance as are appropriate for their operations, activities, properties and assets, in such amounts and against such risks as are customarily carried and insured against by entities engaged in the same or similar businesses, and all such policies of insurance will at Closing continue to be in full force and effect; and neither the Company nor any of its subsidiaries is in default as to the payment of premiums or otherwise, under the terms of any such policy, except as would not, individually or collectively, have a Material Adverse Effect;
(qq) each of the Company and its subsidiaries has good and marketable title to all of its assets and property except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect and, except in the ordinary course of business, no person has any contract or any right or privilege capable of becoming a right to purchase any material assets or property from the Company or any of its subsidiaries;
(rr) except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect, (i) each of the Company and its subsidiaries owns all rights in or has obtained valid and enforceable licenses or other rights to use, the systems, recipes, know how (including trade secrets and other proprietary or confidential information), trademarks (both registered and unregistered), trade names, patents, patent applications, inventions, copyrights and any other intellectual property (collectively, “ Intellectual Property ”) described in the Prospectus and the U.S. Placement Memorandum as being owned or licensed by the Company or one of its subsidiaries or which are used for the conduct of the Company’s or its subsidiaries’ business as currently carried on and proposed to be carried on, free and clear of any Lien or other adverse claim or interest of any kind or nature affecting the assets of the Company or its subsidiaries (other than Liens granted in connection with the Existing Credit Facility); (ii) to the knowledge of the Company, there is no infringement by third parties of any Intellectual Property owned, licensed or commercialized by the Company or any of its subsidiaries; (iii) there is no action, suit, proceeding or claim pending or, to the knowledge of the Company, threatened by others challenging the Company’s or any of its subsidiaries’ rights in or to any Company IP or Licensed IP or the validity or scope of any Company IP, and the Company is unaware of any other fact which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) to the Company’s knowledge, all trade secrets and other confidential proprietary information forming part of or in relation to the Intellectual Property being owned or licensed by the Company or any of its subsidiaries is and remains confidential to the Company or such subsidiary, as the case may be;
(ss) no consent of any person is necessary to make, use, reproduce, license, sell, modify, update, enhance or otherwise exploit any Company IP and none of the Company IP includes any Licensed IP (including open source software), or any improvements to Licensed IP, that would give any person material rights to license the Company IP or materially restrict the Company or its subsidiaries’ use of or ability to exploit the Company IP;
(tt) to the knowledge of the Company, the Company and its subsidiaries have not used or enforced any material Company IP in a manner that would result in its abandonment, cancellation or unenforceability;
(uu) except in each case as would not result in a Material Adverse Effect: (i) all applications for registration of Company IP have been filed and have been prosecuted, maintained and pursued by the Company and its subsidiaries in the ordinary course of business; (ii) all registrations of Company IP are in good standing and are recorded in the name of the Company or of its subsidiaries in the appropriate offices; (iii) all fees or payments required

to keep the registered Company IP in force or in effect have been paid; and (v) no registration of Company IP has expired, become abandoned, been cancelled or expunged, been dedicated to the public, or has lapsed as a result of the failure of the Company or its subsidiaries to renew or maintain such Company IP;

(vv) except for such matters as would not, individually or in the aggregate have a Material Adverse Effect, the Company or its subsidiaries have been granted licenses and permission to use, reproduce, sub license, sell, modify, update, enhance or otherwise exploit the Licensed IP to the extent required to conduct the business of the Company and its subsidiaries (including, if required, the right to incorporate such Licensed IP into the Company IP) as currently conducted.
(ww) except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect, all license agreements in respect to the Company’s and its subsidiaries’ Licensed IP are in full force and effect and none of the Company or its subsidiaries is in default of any of their obligations thereunder;
(xx) except as would not, individually or in the aggregate, have a Material Adverse Effect: (A) to the extent any Company IP was invented, developed, modified, created, conceived, supported or reduced to practice, in whole or in part, by current or past employees or independent contractors of the Company or any of its subsidiaries, the Company and its subsidiaries have obtained written agreements providing for confidentiality, non-disclosure and assignment of Intellectual Property rights executed by all of such employees and independent contractors; and (B) the Company and its subsidiaries treat the source code of their software products (other than any open source software or commercially off-the-shelf software) as confidential and proprietary business information and have taken commercially reasonable steps to protect the source code as trade secrets;
(yy) the uses of open source software by the Company or its subsidiaries in software product does not require the Company or its subsidiaries to make the source code of any material software product (other than the open source software itself) publicly available or materially and adversely affect their business as currently carried on, nor will such uses of open source software materially restrict or materially encumber the Company and its subsidiaries’ rights to any Company IP;
(zz) except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect, to the knowledge of the Company, the conduct of the business of the Company and its subsidiaries as now conducted or proposed to be conducted as described in the Prospectus, does not infringe, violate, misappropriate or otherwise conflict with any Intellectual Property rights of any person and neither the Company nor any of its subsidiaries is a party to any action or proceeding, nor, to the knowledge of the Company, is any action or proceeding threatened that alleges that the Company or its subsidiaries has infringed, violated or misappropriated any Intellectual Property of any person;
(aaa) the minutes, resolutions and corporate records of the Company made available to Osler, Hoskin & Harcourt LLP, counsel to the Underwriters, in connection with the Underwriters’ due diligence investigations are true and complete copies thereof and contain copies of all proceedings of the shareholders, the board of directors and all committees of the board of directors of the Company that have been minuted or resolved, and there have been no other meetings, resolutions or proceedings of the shareholders, the board of directors or any committee thereof not reflected in such minutes, resolutions and other corporate records, other than those which are not material in the context of the Company or those in

connection with the Pre-Closing Capital Changes (copies of which will be made available to counsel to the Underwriters prior to Closing);

(bbb) the operations of the Company and its subsidiaries are and have been conducted at all times in compliance with the anti-money laundering laws of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any Governmental Authority to which they are subject (collectively, the “ Anti-Money Laundering Laws ”) and no action, suit or proceeding by or before any Governmental Authority or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened;
(ccc) neither the Company nor any of its subsidiaries nor, to the Company’s knowledge, any employee or agent of the Company or any subsidiary, has made any contribution or other payment to any official of, or candidate for, any federal, provincial, state or foreign office in violation of any law or of the character required to be disclosed in the Prospectus and the U.S. Placement Memorandum.
(ddd) neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any domestic government official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “ FCPA ”) or employee from corporate funds; (iii) violated or is in violation of any provision of the FCPA or any other applicable. anti-bribery statute or regulation; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any domestic government official, foreign official or employee; and the Company and its subsidiaries have conducted their respective businesses in compliance with applicable anti-bribery statutes and have instituted, maintain and enforce policies and procedures designed to promote and ensure compliance with applicable anti-bribery and anti-corruption laws;
(eee) neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or person acting on behalf of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of such sanctions; and the Company will not directly or indirectly use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, or any joint venture partner or other person or entity, for the purpose of facilitating or financing the activities of or business with any person, or in any country or territory, that currently is the subject to any sanctions administered by OFAC or in any other manner that will result in a violation by any person (including any person participating in the transaction whether as underwriter, initial purchaser, advisor, investor or otherwise) of sanctions administered by OFAC;
(fff) neither the Company nor any of its subsidiaries has taken, and the Company and its subsidiaries will not take, any action which constitutes stabilization or manipulation of the price of any security of the Company;

(ggg) any statistical, industry and market-related data or information included in the Prospectus and the U.S. Placement Memorandum is based on or derived from sources that the Company believes to be reliable and accurate in all material respects, and the Company has obtained the consent to the use of such data or information from such sources to the extent required;
(hhh) other than as contemplated hereby or in the Engagement Letter (as such term is defined in Section 23), there is no person acting at the request of the Company who is entitled to any commission, finder’s fee, advisory fee, underwriting fee or agency fee in connection with or as a result of the sale of the Shares;
(iii) except as would not reasonably be expected to have a Material Adverse Effect, none of the Pre-Closing Capital Changes will result in any tax liability of the Company or any of its subsidiaries, including but not limited to withholding taxes, and the Company and its subsidiaries will not assume or become subject to any tax (whether by contract, under transferee liability principles or otherwise) in connection with or as a result of such transactions;
(jjj) the Company will apply the net proceeds from the issue and sale of the Shares substantially in accordance with the disclosure set out under the heading “Use of Proceeds” in the Prospectus;
(kkk) except as disclosed in the Prospectus and the U.S. Placement Memorandum, the Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “ IT Systems ”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“ Personal Data ”)) used in connection with their businesses, and except as would not have a Material Adverse Effect there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability. Except as would not have a Material Adverse Effect, the Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification. Except as would not have a Material Adverse Effect, the Company and its subsidiaries have taken all necessary actions to prepare to comply with the European Union General Data Protection Regulation (and all other applicable laws and regulations with respect to Personal Data for which any noncompliance with same would be reasonably likely to create a material liability); and
(lll) the Prospectus and the U.S. Placement Memorandum accurately disclose the material impacts of the coronavirus disease (COVID-19) outbreak (the “ COVID-19 Outbreak ”) on the Company and its subsidiaries. Except as disclosed in the Prospectus and the U.S. Placement Memorandum, there has been no material effect on the business and operations of the Company or its subsidiaries as a result of the COVID-19 Outbreak. The Company has been monitoring the COVID-19 Outbreak and the potential impact on its business and

operations and has put appropriate control measures in place to minimize the risk to the health and wellness of all of its employees where the Company and the subsidiaries operate.

9. Covenants of the Company

The Company covenants with the Underwriters that:

(a) it will advise the Underwriters, promptly after receiving notice thereof, of the time when the Final Prospectus or any Prospectus Amendment has been filed, and when the receipts in respect thereof have been obtained, and will provide evidence satisfactory to the Underwriters of each such filing and the issuance or deemed issuance of receipts in respect thereof, from all of the Canadian Securities Regulators; and
(b) it will advise the Underwriters, promptly after receiving notice or obtaining knowledge, of: (i) the issuance by any Canadian Securities Regulator or U.S. securities regulator of any order suspending or preventing the use of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus, the U.S. Placement Memorandum or any Prospectus Amendment; (ii) the suspension of the qualification of the Shares for distribution or sale in any of the Qualifying Jurisdictions; (iii) the institution or threatening of any proceeding for any of those foregoing purposes; or (iv) any requests made by any Canadian Securities Regulator for amending or supplementing the Prospectus, or for additional information, and will use its commercially reasonable efforts to prevent the issuance of any such order and, if any such order is issued, to obtain the withdrawal of the order promptly.

10. Commercial Copies

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

11. Change of Closing Date

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

(a) the date on which all applicable filings or other requirements of Canadian Securities Laws with respect to such material change or change in a material fact have been complied with in all Qualifying Jurisdictions and any appropriate receipts obtained for such filings and notice of such filings from the Company or its counsel have been received by the Underwriters; and
(b) the date upon which the commercial copies of any Prospectus Amendments and amendments to the U.S. Placement Memorandum have been delivered in accordance with Section 10.

12. Completion of Distribution

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

(a) use commercially reasonable efforts to complete the distribution of the Firm Shares and Optional Shares, as applicable, as promptly as possible; and
(b) give prompt written notice to the Company when, in the opinion of the Underwriters, they have completed distribution of the Firm Shares or Optional Shares (as applicable), including notice of the total proceeds realized or number of Shares sold in each of the Qualifying Jurisdictions and any other jurisdiction from such distribution.

13. Material Change or Change in Material Fact During Distribution

(a) During the period from the date of this Agreement to the later of the Closing Date (or Option Closing Date, as the case may be) and the date of completion of distribution of the Shares under the Final Prospectus and the U.S. Final Placement Memorandum, the Company shall promptly notify the Underwriters in writing of:
(i) any filing made by the Company of information relating to the offering of the Shares with any securities exchange or Governmental Authority in Canada or the United States or any other jurisdiction;
(ii) any material change (actual, anticipated, contemplated or threatened, financial or otherwise) with respect to the Company;
(iii) any material fact which has arisen or has been discovered and would have been required to have been stated in the Final Prospectus, the U.S. Final Placement Memorandum or any Prospectus Amendment or amendment to the U.S. Final Placement Memorandum had the fact arisen or been discovered on or prior to the date of such document; and
(iv) any change in any material fact (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Final Prospectus, the U.S. Final Placement Memorandum or any Prospectus Amendment or amendment to the U.S. Final Placement Memorandum which fact or change is, or may be, of such a nature as to render any statement in the Final Prospectus, the U.S. Final Placement Memorandum or any Prospectus Amendment or amendment to the U.S. Final Placement Memorandum misleading or untrue in any material respect or which would result in a misrepresentation in the Final Prospectus or any Prospectus Amendment (or which would result in the U.S. Final Placement Memorandum containing any untrue statement of a material

fact or omission of any material fact that is necessary to make a statement contained in the U.S. Final Placement Memorandum, in the light of the circumstances under which it was made, not misleading within the meaning of U.S. Securities Laws) or which would result in the Final Prospectus or any Prospectus Amendment or in the U.S. Final Placement Memorandum or any amendment to the U.S. Final Placement Memorandum not complying (to the extent that such compliance is required) with Canadian Securities Laws or U.S. Securities Laws, respectively, in each case, as at any time up to and including the later of the Closing Date and the date of completion of the distribution of the Shares.

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

14. Change in Canadian Securities Laws

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

15. Underwriting Fee

In consideration of the Underwriters’ purchase of: (i) the Firm Shares pursuant to this Agreement, the Company agrees to pay to the Underwriters a fee of $0.78 per Firm Share (being 6.00% of the Purchase Price) purchased by the Underwriters from the Company; and (ii) the Optional Shares, if any, pursuant to this Agreement, the Company agrees to pay to the Underwriters a fee of $0.78 per Optional Share (being 6.00% of the Purchase Price) purchased by the Underwriters from the Company (collectively, the “ Underwriting Fee ”). The Underwriting Fee shall be inclusive of a $0.0702 work fee per Share (being 9.00% of the Underwriting Fee) payable 55% to BMO and 45% to CIBC. The Underwriting Fee shall be payable as provided for in Section 16. Notwithstanding the foregoing, no fee shall be payable to the Underwriters in respect of Firm Shares or Optional Shares purchased by Rhino.

16. Delivery of Purchase Price, Underwriting Fee and Shares

The purchase and sale of the Firm Shares and any Optional Shares shall be completed at the Closing Time or Option Closing Time, as the case may be, at the offices of Blake, Cassels & Graydon LLP, 2600595 Burrard Street, Vancouver, BC V7X 1L3, or at such other place as the Lead Underwriters and the Company may agree upon.

At the Closing Time, the Company shall duly and validly deliver the Firm Shares, and at the Option Closing Time, shall duly and validly deliver the Optional Shares pursuant to the then exercise of the OverAllotment Option, if applicable, in each case in uncertificated form to the Underwriters as an “instant” or electronic deposit through the systems of CDS Clearing and Depository Services Inc., or in the manner directed by the Underwriters in writing, in each case registered in the name of “CDS & CO.” or in such other name or names as the Lead Underwriters may direct the Company in writing not less than 48 hours

prior to the Closing Time or the Option Closing Time, as the case may be. Alternatively, if requested by the Lead Underwriters, at the Closing Time, the Company shall duly and validly issue and deliver to the Underwriters one or more definitive share certificate(s) representing the Firm Shares, and at the Option Closing Time, shall duly and validly deliver to the Underwriters one or more definitive share certificate(s) representing the Optional Shares pursuant to the then exercise of the Over-Allotment Option, as applicable, in each case registered in the name of “CDS & CO.” or in such other name or names as the Lead Underwriters may direct the Company in writing not less than 48 hours prior to the Closing Time or the Option Closing Time, as the case may be.

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

17. Delivery of Shares

The Company shall, prior to the Closing Date and the Option Closing Date, as the case may be, make all necessary arrangements for the preparation and delivery (and, in the case of definitive certificate(s), execution of such definitive certificate(s) representing the Firm Shares or the Optional Shares, as the case may be) of the Firm Shares or the Optional Shares, as the case may be, on the Closing Date or the Option Closing Date, as the case may be, to CDS Clearing and Depository Services Inc., or otherwise in Toronto, Ontario.

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

18. Conditions to Underwriters’ Obligation to Purchase

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

(a) Delivery of Opinions

(i) The Underwriters shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters from Blake, Cassels & Graydon LLP, counsel to the Company, as to the laws of Canada and the Qualifying Jurisdictions, which counsel in turn may rely upon or deliver the opinions of local counsel where it deems such reliance proper as to the laws of provinces other than Ontario, British Columbia, Alberta and Québec (or alternatively make arrangements to have such opinions directly addressed to the Underwriters) and as to matters of fact, on certificates of Governmental Authorities and officers of the Company and letters from stock exchange representatives and transfer agents, with respect to the following matters:

(A) as to the existence of the Company under the laws of its jurisdiction of incorporation, formation or continuance and as to the corporate power and capacity of the Company to own and lease assets and to carry on business, in each case as described in the Prospectus and to execute, deliver and perform its obligations under this Agreement;
(B) as to the authorized and issued share capital of the Company;
(C) that all necessary corporate action has been taken by the Company to authorize the execution of each of the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and, if applicable, any Prospectus Amendment, and the filing of such documents under Canadian Securities Laws in each of the Qualifying Jurisdictions;
(D) that all necessary corporate action has been taken by the Company to: (1) authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, (2) authorize the Pre-Closing Capital Changes, and (3) issue and deliver to the Underwriters the Firm Shares and the Optional Shares, if any, pursuant to this Agreement;
(E) that this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, subject to customary qualifications for enforceability opinions;
(F) that no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Authority is required of the Company under the laws of the Province of British Columbia and the federal laws of Canada applicable therein in connection with: (1) the execution and delivery of this Agreement and the performance of the Company’s obligations hereunder, (2) the completion of the Pre-Closing Capital Changes, and (3) the issuance and delivery to the Underwriters of the Firm Shares pursuant to this Agreement, other than filings under the securities laws of the Province of British Columbia which have been duly made by or on behalf of the Company (other than the filing of a report as to the geographic distribution of the Shares);
(G) that the execution and delivery of this Agreement and the performance of the Company’s obligations hereunder do not and will not result in a breach (whether after notice or lapse of time or both) of any of the terms, conditions or provisions of the articles of the Company or any laws of the province of British Columbia or the federal laws of Canada applicable therein;
(H) that the Company has taken all necessary corporate action to authorize the issuance of the issued and outstanding Multiple Voting Shares and that such Multiple Voting Shares have been validly issued as fully paid and non-assessable Multiple Voting Shares of the Company;
(I) that the Company has taken all necessary corporate action to authorize the issuance of the Firm Shares and the Optional Shares and that such Shares, when issued and delivered in accordance with the terms of this Agreement,

will be validly issued as fully paid and non-assessable Subordinate Voting Shares of the Company;

(J) that the provisions of the Subject Shares conform as to legal matters, in all material respects, with the descriptions of the Subject Shares in the Final Prospectus under the heading “Description of Share Capital”;
(K) that the form and terms of the certificates representing the Subject Shares have been duly approved by the Company and comply with the provisions of the articles of the Company, the requirements of the Business Corporations Act (British Columbia) and the applicable requirements of the TSX;
(L) that the statements in the Final Prospectus under the heading “Eligibility for Investment” are accurate, subject to the assumptions, qualifications, limitations and restrictions set out therein;
(M) that the statements in the Final Prospectus under the heading “Certain Canadian Federal Income Tax Considerations” are accurate, subject to the assumptions, qualifications, limitations and restrictions set out therein;
(N) that Computershare Investor Services Inc. has been duly appointed as the transfer agent and registrar for the Subject Shares;
(O) that all documents have been filed, all requisite proceedings have been taken and all legal requirements have been fulfilled by the Company to qualify the Shares for distribution and sale to the public in each of the Qualifying Jurisdictions through investment dealers registered under the applicable securities laws of the Qualifying Jurisdictions who have complied with the relevant provisions of such applicable securities laws;
(P) as to compliance with the laws of the Province of Québec relating to the use of the French language in connection with the offering of Shares and documents to be delivered to purchasers in such province, including without limitation the Preliminary Prospectus, the Amended Preliminary Prospectus, the Final Prospectus and any Prospectus Amendment; and
(Q) that the Subordinate Voting Shares (including the Shares) have been conditionally approved for listing by the TSX, subject to the fulfilment of the requirements of such exchange on or before July 20, 2021.
(ii) The Underwriters shall have received at the Closing Time a legal opinion of Osler, Hoskin & Harcourt LLP, dated the Closing Date, addressed to the Underwriters with respect to certain of the matters in Section 18(a)(i); provided that counsel to the Underwriters shall be entitled to rely on the opinions of local counsel as to matters governed by the laws of jurisdictions other than the laws of the province of British Columbia.
(iii) The Underwriters shall have received at the Closing Time a legal opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP, U.S. counsel to the Company, dated the Closing Date, addressed to the Underwriters, in form and substance satisfactory to the Underwriters, with respect to the following matters:

(A) with respect to Thinkific.com Inc., as to the existence of the subsidiary under the laws of its jurisdiction of incorporation, formation or continuance and as to the corporate power and capacity of the subsidiary to own and lease assets and to carry on business, in each case, as described in the Prospectus; and
(B) if any sales of Shares are made in the United States, to the effect that it is not necessary in connection with (i) the offer, sale and delivery of the Shares to the Underwriters by the Company, or (ii) the initial re-offer and resale of the Shares by the Underwriters, through their U.S. Affiliates in the United States, to register the Shares under the U.S. Securities Act, provided, in each case, that such offers, sales and deliveries are made in accordance with this Agreement (it being understood that no opinion needs to be given by such counsel as to subsequent resale of the Shares).

(b) Delivery of Comfort Letter

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

(c)

Delivery of Certificates

(i) The Underwriters shall have received at the Closing Time certificates dated the Closing Date, addressed to the Underwriters and the U.S. Affiliates (and, if necessary for opinion purposes, counsel to the Underwriters) and signed by officers of the Company and its applicable subsidiaries (to the extent such subsidiaries are covered in the opinion referred to in Section 18(a)(iii)(A)) acceptable to the Underwriters, acting reasonably, with respect to the constating documents of the Company and such applicable subsidiaries, the absence of proceedings taken regarding dissolution, all resolutions of the board of directors of the Company relating to this Agreement and related matters, the incumbency and specimen signatures of signing officers of the Company and such other matters as the Underwriters may reasonably request.
(ii) The Underwriters shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Underwriters, the U.S. Affiliates and counsel to the Underwriters and signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer or other officers of the Company acceptable to the Underwriters, acting reasonably, certifying for and on behalf of the Company and without personal liability, after having made due enquiry and after having carefully examined the Final Prospectus, the U.S. Final Placement Memorandum and any Prospectus Amendments:
(A) that since the respective dates as of which information is given in the Final Prospectus, as amended by any Prospectus Amendments, and the U.S. Final Placement Memorandum (1) there has been no material change with respect to the Company and its subsidiaries taken as a whole, and (2) no transaction has been entered into by any of the Company or its subsidiaries

which is material to the Company and its subsidiaries taken as a whole, other than as disclosed in the Final Prospectus, the U.S. Final Placement Memorandum or the Prospectus Amendments, as the case may be;

(B) that the Final Prospectus (excluding any Underwriters’ Information) does not contain a misrepresentation and contains full, true and plain disclosure of all material facts relating to the Company and the Shares;
(C) that the U.S. Final Placement Memorandum (excluding any Underwriters’ Information) does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;
(D) that no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Subordinate Voting Shares or any other securities of the Company has been issued by any Governmental Authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any applicable securities laws or by any Governmental Authority;
(E) that the Company has complied in all material respects with the terms and conditions of this Agreement on its part to be complied with up to the Closing Time; and
(F) that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Time in all material respects (except for such representations and warranties of the Company qualified by materiality or which refer to a Material Adverse Effect, which shall be true and correct in all respects) with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement, except in respect of any representations and warranties that are to be true and correct as of a specified date, in which case they will be true and correct in all respects as of that date only.

(d) Listing Approval

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

(e)

Good Standing Certificates

The Underwriters shall have received on and as of such Closing Date satisfactory evidence of the good standing of the Company and, to the extent possible, its subsidiaries existing under the laws of a jurisdiction of Canada or the United States (or that would constitute subsidiaries of the Company that would have to be disclosed in an annual information form in accordance with Item 3 of Form 51-102F2 under National Instrument 51-102 – Continuous Disclosure Obligations ) in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Underwriters may

reasonably request, in each case in writing or any standard form of telecommunication from the appropriate Governmental Authorities of such jurisdictions.

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

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

(g) Waiver Agreement from Rhino

The Underwriters shall have received, at the Closing Time, an executed waiver agreement in favour of the Underwriters, in a form acceptable to the Lead Underwriters, from Rhino.

(h) Receipt of Additional Documents

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

(i) Pre-Closing Capital Changes

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

(j) Over-Allotment Closing Documents

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

(k) Rhino Purchase

At the Closing Time, Rhino shall purchase $24,960,000 of the Firm Shares.

19. Rights of Termination

(a) Regulatory Proceedings Out

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

(b) Disaster Out

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

(c) Market Out

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

(d) Material Change or Change in Material Fact Out

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

(e) Non-Compliance with Conditions

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

(f) Exercise of Termination Rights

The rights of termination contained in Sections 19(a), (b), (c), (d) and (e) may be exercised by any of the Underwriters with respect to the obligation of such Underwriter and are in addition to any other rights or remedies any of the Underwriters may have in respect of any default, act or failure to act or non-compliance by the Company in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination, there shall be no further liability on the part of the terminating Underwriter(s) to the Company or on the part of the Company to the terminating Underwriter(s) except in respect of any liability which may have arisen prior to or arise after such termination under Sections 20, 21 and 23. A notice of termination given by an Underwriter under Section 19(a), (b), (c), (d) or (e) shall not be binding upon any other Underwriter who has not also executed such notice.

20. Indemnity

(a) Rights of Indemnity from the Company

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

(i) any information or statement (excluding any Underwriters’ Information) contained in any Indemnified Disclosure Document or in any certificate of the Company delivered pursuant to this Agreement which at the time and in the light of the circumstances under which it was made contains or is alleged to contain a misrepresentation or an untrue statement of a material fact;
(ii) any omission or alleged omission to state in any Indemnified Disclosure Document or any certificate of the Company delivered pursuant to this Agreement, any material fact required to be stated in such document or necessary to make any statement in such document not misleading in light of the circumstances under which it was made;
(iii) any order made or enquiry, investigation or proceedings commenced or threatened by any court, securities commission, stock exchange or other competent authority based upon any actual or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated or necessary to make any statement not misleading in light of the circumstances under which it was made or any misrepresentation or alleged misrepresentation (excluding any Underwriters’ Information) contained in or omitted from any Indemnified Disclosure Document, preventing or restricting the trading in or the sale or distribution of the Shares in any of the Qualifying Jurisdictions;
(iv) the non-compliance or alleged non-compliance by the Company with any Canadian Securities Laws or the U.S. Securities Act, the U.S. Exchange Act or

applicable state securities laws or stock exchange requirements in connection with the transactions contemplated by the Agreement; or

(v) any breach or default by the Company of its representations, warranties, covenants, agreements or obligations to be complied with under this Agreement or any other document delivered pursuant to this Agreement, or under applicable Canadian Securities Laws and U.S. Securities Laws.

provided that the rights of indemnity contained in this Section 20 will not inure to the benefit of an Indemnified Party in respect of a Claim if the person asserting the Claim, other than a person to which Shares were offered and sold in the United States, was not provided by or on behalf of the Underwriters with a copy furnished promptly by the Company of any Prospectus or Prospectus Amendment which would have corrected any misrepresentation which is the basis of the Claim and which was required under Canadian Securities Laws to be delivered to that person by the Underwriters or Selling Firms.

(b)

Notification of Claims

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

(i) the defence shall be conducted through legal counsel acceptable to the Indemnified Party, acting reasonably, and
(ii) no settlement of any such Claim or admission of liability may be made by the Company without the prior written consent of the Indemnified Party, acting reasonably, unless such settlement includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and does not include a statement as to or an admission of negligence, fault, misconduct, liability, responsibility, culpability or failure to act, by or on behalf of any Indemnified Party.

(c) Right of Indemnity in Favour of Others

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

(d)

Retaining Counsel

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

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

(ii) the named parties to any such Claim (including any added third or impleaded party) include both the Company and the Indemnified Party and the Indemnified Party shall have been advised in writing by legal counsel that the representation of both parties by the same counsel would be inappropriate for any reason, including for the reason that:
(A) there may be legal defences available to the Indemnified Party that are different from or in addition to those available to the Company (in which event and to that extent, the Company shall not have the right to assume or direct the defence on such Indemnified Party’s behalf);
(B) there is a conflict of interest between the Company and the Indemnified Party; or
(C) the subject matter of the Claim may not fall within the indemnity set forth herein; or
(iii) the Company has not retained counsel within 10 Business Days following receipt by the Company of notice of any such Claim from the Indemnified Party;

provided that no settlement of such Claim or admission of liability may be made by the Indemnified Party without the prior written consent of the Company, acting reasonably. Notwithstanding any other provision of this Agreement, the Company shall only be liable for the reasonable fees and expenses of one separate law firm in any single jurisdiction at any time for all Indemnified Parties not having actual or potential differing interests in respect of a particular Claim.

21. Contribution

(a) Rights of Contribution

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

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

(iii) the Underwriters’ respective obligations to contribute pursuant to this Section 21 are several in proportion to the percentages of the Shares set forth opposite their respective names in Section 24 and not joint; and
(iv) no party who has been determined by a court of competent jurisdiction in a final judgement (which is not appealable) to have engaged in any fraud, fraudulent misrepresentation, willful misconduct or gross negligence shall be entitled to claim contribution from any person who has not been so determined to have engaged in such fraud, fraudulent misrepresentation, willful misconduct or gross negligence.

(b)

Rights of Contribution in Addition to Other Rights

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

(c)

Calculation of Contribution

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

(i) the portion of the full amount of the loss or liability giving rise to such contribution for which the Underwriters are responsible, as determined in Section 21(a); and
(ii) the amount of the Underwriting Fee actually received by the Underwriters from the Company under this Agreement, and an Underwriter shall in no event be liable to contribute, individually, any amount in excess of such Underwriter’s portion of the aggregate Underwriting Fee actually received from the Company under this Agreement.

(d)

Notice

If the Underwriters have reason to believe that a claim for contribution may arise, they shall give the Company notice of such claim in writing, as soon as reasonably possible, but failure to notify the Company shall not relieve the Company of any obligation which it may have to the Underwriters under this Section 21.

(e)

Right of Contribution in Favour of Others

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

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

(f) Remedy Not Exclusive

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

22. Severability

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

23. Expenses

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

In addition, whether or not the Closing occurs, the Company will reimburse the Underwriters upon request by any of the Lead Underwriters for the respective documented and reasonable out of pocket expenses incurred by the Underwriters in connection with the transactions contemplated by this Agreement including, but not limited to, any marketing, advertising, printing, courier, telecommunications, data search and other expenses incurred by them, including those expenses related to their legal counsel, the roadshows and due diligence and marketing meetings, together with related GST, HST or other applicable sales or value added taxes (collectively, the “ Underwriters Expenses ”), subject to the maximum amounts specified in the engagement letter dated March 22, 2021 entered into among BMO, CIBC and the Company (the “ Engagement Letter ”).

24. Obligations to Purchase

(a) Obligation of Underwriters to Purchase

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

BMO Nesbitt Burns Inc. CIBC World Markets Inc. National Bank Financial Inc. TD Securities Inc. Canaccord Genuity Corp. Cormark Securities Inc. Stifel GMP	37% 33% 9.5% 9.5% 7.0% 2.0% 2.0%
	100%

(b) Purchases by Other Underwriters

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

(c) Exercise of Termination Rights

In the event that one or more but not all of the Underwriters shall exercise their right of termination under Section 19, the other Underwriters shall have the right, but shall not be obligated, to purchase on a pro rata basis all of the percentage of the Firm Shares or the Optional Shares, as the case may be, which would otherwise have been purchased by such Underwriters which have so exercised their right of termination.

(d) Pro Rata Division if More Demand

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

(e) Purchase by Non-Defaulting Underwriters

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

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

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

25. Restrictions on Further Issuances and Sales

During the period beginning on the Closing Date and ending on the date that is 180 days after the Closing Date, the Company agrees that it shall not, directly or indirectly, without the prior written consent of the Lead Underwriters, on behalf of all of the Underwriters, such consent not to be unreasonably withheld, issue, offer or sell or grant any option, warrant or other right to purchase or agree to issue or sell or otherwise transfer or dispose of (including without limitation by making any short sale, engaging in any hedging, monetization or derivative transaction or entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Subject Shares or other equity securities of the Company or securities convertible into, exchangeable for, or otherwise exercisable into Subject Shares or other equity securities of the Company, whether or not settled by delivery of the Subject Shares, other securities, cash or otherwise), in a public offering or by way of private placement or otherwise, any Subject Shares, financial instruments or other equity securities of the Company or any securities convertible into, exchangeable for, or otherwise exercisable into Subject Shares or other equity securities of the Company, or agree to do any of the foregoing or publicly announce any intention to do any of the foregoing, other than:

(a) grants under security-based compensation arrangements to directors, officers, employees or consultants, and any issuance of securities upon their exercise or settlement;
(b) pursuant to the exercise of options, warrants or other convertible securities or awards under security-based compensation arrangements, in each case outstanding at the date of the Final Prospectus or as disclosed in the Final Prospectus;
(c) pursuant to the exercise of the Over-Allotment Option; and
(d) pursuant to the Pre-Closing Capital Changes.

26. Survival of Representations and Warranties

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

in each case, shall be unaffected by any subsequent disposition of the Shares by the Underwriters or the termination of the Underwriters’ obligations and shall not be limited or prejudiced by any investigation made by or on behalf of the Underwriters in connection with the preparation of the Prospectus, any Prospectus Amendments, the U.S. Final Placement Memorandum or the distribution of the Shares.

27. Time

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

28. Governing Law

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

29. Notice

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

If to the Company, addressed and sent to:

Thinkific Labs Inc. 400-369 Terminal Avenue Vancouver, BC V6A 4C4

Attention: Greg Smith E-mail: [email protected]

With a copy to:

Blake, Cassels & Graydon LLP 2600-595 Burrard Street Vancouver, BC V7X 1L3

Attention: Steven McKoen, QC E-mail: [email protected]

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

BMO Nesbitt Burns Inc. 100 King Street West, 5[th] Floor Toronto, Ontario M5X 1H3, Canada

Attention: David Wismer E-mail: [email protected]

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

CIBC World Markets Inc. 12th Floor – 400 Burrard Street Vancouver, British Columbia V6C 3A6, Canada

Attention: Kathy Butler E-mail: [email protected]

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

National Bank Financial Inc. 130 King Street West, 31[st] Floor Toronto, Ontario M5X 1C9, Canada Attention: Colin Ryan Email: [email protected]

If to TD Securities Inc., addressed and sent to:

TD Securities Inc. 9[th] Floor, 66 Wellington West Toronto, Ontario M5K 1A2, Canada Attention: George Yao Email: [email protected]

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

Canaccord Genuity Corp. 3000 – 161 Bay Street Toronto, Ontario M5J 2S1, Canada Attention: Mike Lauzon Email: [email protected]

If to Cormark Securities Inc., addressed and sent to:

Cormark Securities Inc. North Tower Suite 1800 – 200 Bay Street Toronto, Ontario M5J 2J2, Canada Attention: James Austen Email: [email protected]

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

Stifel Nicolaus Canada Inc. 300 – 145 King Street West Toronto, Ontario M5H 1J8, Canada Attention: Gary Skene Email: [email protected]

With a copy of any notice sent to an Underwriter to:

Osler, Hoskin & Harcourt LLP 1700-1055 West Hastings Street Vancouver, BC V6E 2E9 Attention: Trevor Scott E-mail: [email protected]

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

30. Authority of the Lead Underwriters

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

31. Underwriters’ Activities

Nothing in this Agreement or the nature of the services to be provided by the Underwriters will be deemed to create a fiduciary or agency relationship between any of the Underwriters and the Company or their security holders, creditors, employees or any other party, as applicable. The Company acknowledges and understands that: (a) the Underwriters may act as traders of, and dealers in, securities both as principal and on behalf of clients and that in the ordinary course of its trading and dealing activities, any of the Underwriters and their affiliates at any time may hold long or short positions in the securities of the Company or any of its respective related entities and, from time to time, may have executed or may execute transactions on behalf of such persons; (b) any of the Underwriters may conduct research on securities and may, in the ordinary course of business, provide research reports and investment advice to clients on investment matters, including with respect to any such person and/or the offering of Shares; and (c) the Underwriters or their controlling shareholders may extend loans or provide other financial services in the ordinary course of business to any such person (collectively, “ Bank Business ”). The Company agrees not to seek to restrict or challenge the ability of any of the Underwriters or their affiliates to conduct Bank Business.

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

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

32. No Advisory or Fiduciary Responsibility

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

33. TMX Group

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

34. Entire Agreement

Unless otherwise stated herein, this Agreement constitutes the entire agreement among the parties hereto relating to the subject matter hereof and supersedes all prior verbal or written agreements between any of those parties with respect to the subject matter hereof.

35. Counterparts

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

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

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

BMO NESBITT BURNS INC.

By: “ David Wismer ” Name: David Wismer Title: Managing Director

CIBC WORLD MARKETS INC.

By: “ Kathy Butler ” Name: Kathy Butler Title: Managing Director

NATIONAL BANK FINANCIAL INC.

By: “ Colin Ryan ” Name: Colin Ryan Title: Managing Director

TD SECURITIES INC.

By: “ George Yao ” Name: George Yao Title: Managing Director

CANACCORD GENUITY CORP.

By: “ Mike Lauzon ” Name: Mike Lauzon Title: Managing Director

CORMARK SECURITIES INC.

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

STIFEL NICOLAUS CANADA INC.

By: “ Gary Skene ” Name: Gary Skene Title: Managing Director

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

By: “ Greg Smith ” Name: Greg Smith Title: Chief Executive Officer

SCHEDULE A LOCKED-UP SHAREHOLDERS

Locked-up Shareholders under Form of Lock-up Agreement in Schedule C

1) Rhino Co-Invest 1 Limited Partnership
2) Vancouver Founder Fund (VCC) Inc.
3) Vancouver Founder Fund Limited Partnership
4) VFF II Limited Partnership
5) Greg Smith
6) Lisa Shields
7) Matt Smith

[Redacted: Personal identification of Locked-up Shareholders that are not directors, officers, or significant shareholders.]

SCHEDULE B UNITED STATES OFFERS AND SALES

1. Definitions

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

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

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

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

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

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

“ SEC ” means the United States Securities and Exchange Commission;

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

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

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

2. Representations, Warranties and Covenants of the Company

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

(a) it is a Foreign Issuer and reasonably believes that there is no Substantial U.S. Market Interest with respect to the Shares;
(b) the Company is not, and after giving effect to the offering of the Shares and the application of the proceeds as contemplated in the Underwriting Agreement and the U.S. Placement Memorandum will not be, registered as an investment company nor will it be required to register as an investment company within the meaning of the Investment Company Act;

B-2

(c) neither the Company nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriters, the U.S. Affiliates, or any members of the banking and selling group formed by them, as to whom the Company makes no representation), has engaged or will engage in any Directed Selling Efforts in the United States with respect to the Shares, or has made or will make any offer of Shares or taken or will take any action in a manner that would cause the applicable exemption or exclusion from registration under the U.S. Securities Act afforded by Section 4(a)(2) thereunder, Rule 144A or Rule 903 of Regulation S to be unavailable for offers and sales of the Shares pursuant to this Agreement;
(d) none of the Company, any of its affiliates or any person acting on its or their behalf (other than the Underwriters, the U.S. Affiliates, or any members of the banking and selling group formed by them, as to whom the Company makes no representation) has offered or will offer to sell, or has solicited or will solicit offers to buy, any of the Shares in the United States by means of any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act;
(e) none of the Company, any of its affiliates or any persons acting on its or their behalf (other than the Underwriters, their U.S. Affiliates, or any members of the banking and selling group formed by them, as to whom the Company makes no representation) has offered or sold, or will offer or sell, any of the Shares in the United States except for offers and sales made through the Underwriters and their U.S. Affiliates in compliance with this Underwriting Agreement, including this Schedule B;
(f) the Shares are not, and as of the Closing will not be, and no securities of the same class as the Shares are: (i) listed on a national securities exchange in the United States registered under Section 6 of the U.S. Exchange Act; (ii) quoted in an “automated inter-dealer quotation system”, as such term is used in the U.S. Exchange Act; or (iii) convertible or exchangeable at an effective conversion premium (calculated as specified in paragraph (a)(6) of Rule 144A) of less than ten percent for securities so listed or quoted;
(g) for so long as the Shares which have been sold in the United States in reliance upon Rule 144A are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act, the Company shall either: (i) avail itself of the reporting exemption pursuant to Rule 12g3-2(b) under U.S. Exchange Act; (ii) file reports and other information with the SEC under Section 13 or 15(d) of the U.S. Exchange Act; or (iii) provide to holders of Shares and any prospective purchasers designated by such holders, upon request of such holders, the information required to be provided pursuant to Rule 144A(d)(4) under the U.S. Securities Act (so long as such requirement is necessary in order to permit holders of Shares to effect resales under Rule 144A); and
(h) the Shares are not securities of an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act.

3. Representations, Warranties and Covenants of the Underwriters

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

(a) the Shares have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may be offered and sold only in transactions exempt from or

B-3

not subject to the registration requirements of the U.S. Securities Act pursuant to Rule 144A thereunder and applicable state securities laws. It and its U.S. Affiliate have not offered and sold, and will not offer and sell, any Shares except in an “offshore transaction” in accordance with Rule 903 of Regulation S or in the United States to persons reasonably believed by them to be Qualified Institutional Buyers in reliance on Rule 144A. Accordingly, neither it nor any of its affiliates (including, without limitation, its U.S. Affiliate), nor any persons acting on their behalf, has made or will make any Directed Selling Efforts in the United States with respect to the Shares or except as permitted herein (i) any offer to sell or any solicitation of an offer to buy, any Shares to any person in the United States; or (ii) any offer or sale of Shares to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States (and was offered Shares outside the United States), or such Underwriter, affiliate (including, without limitation, its U.S. Affiliate) or person acting on its or their behalf reasonably believed that such purchaser was outside the United States;

(b) it and its affiliates, including its U.S. Affiliate, have not, either directly or through a person acting on its or their behalf, solicited and will not solicit offers for, and have not offered to sell and will not offer to sell, any of the Shares in the United States by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act;
(c) it has not entered and will not enter into any contractual arrangement with respect to the distribution of the Shares, except with its U.S. Affiliate, any selling group members or subunderwriters, or with the prior written consent of the Company;
(d) it shall require each selling group member or sub-underwriter to agree, for the benefit of the Company, to comply with, and shall use its commercially reasonable efforts to ensure that each selling group member and sub-underwriter complies with, the provisions of this Schedule B applicable to the Underwriters as if such provisions applied to such selling group member or sub-underwriter;
(e) all offers and sales of Shares in the United States shall be made by the Underwriter through its U.S. Affiliate (which on the dates of such offers and sales was and will be duly registered with the SEC as a broker-dealer under the U.S. Exchange Act and under all applicable state securities laws and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc.) or otherwise pursuant to Rule 15a-6 under the U.S. Exchange Act in accordance with all applicable U.S. federal and state broker-dealer laws and in compliance with this Schedule B;
(f) each U.S. Affiliate selling the Shares in the United States is a Qualified Institutional Buyer;
(g) it will solicit (and will cause its U.S. Affiliate to solicit, as applicable) offers for the Shares in the United States only from, and to offer the Shares only to persons whom it reasonably believes to be Qualified Institutional Buyers in accordance with Rule 144A;
(h) it will inform (and will cause its U.S. Affiliate to inform, as applicable) all purchasers of the Shares in the United States or who were offered Shares in the United States that the Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws and are being offered and sold to such purchasers without registration in reliance on Rule 144A;
(i) each offeree in the United States shall be provided, prior to the time of such offeree’s purchase of any Shares, with a copy of the U.S. Preliminary Placement Memorandum and

B-4

each Purchaser of Shares shall be provided with a copy of the U.S. Final Placement Memorandum;

(j) at the Closing Time and any Option Closing Time, it, together with its U.S. Affiliate offering or selling Shares or that offered or sold Shares in the United States, will provide a certificate, substantially in the form of Exhibit I to this Schedule B, relating to the manner of the offer and sale of the Shares in the United States, or will be deemed to have represented and warranted for the benefit of the Company that neither it nor its U.S. Affiliate offered or sold Shares in the United States; and
(k) prior to the Closing Time, it will deliver to the Company signed copies of the U.S QIB Letters, in substantially the same form appended to the U.S. Final Placement Memorandum, from all Qualified Institutional Buyers in the United States to which it has sold Shares.

B-5

EXHIBIT I UNDERWRITERS’ CERTIFICATE

In connection with the offer and sale, under Rule 144A, of Subordinate Voting Shares (the “ Shares ”) of Thinkific Labs Inc. (the “ Company ”) in the United States pursuant to the Underwriting Agreement dated as of April 21, 2021 among the Company and the underwriters party thereto (the “ Underwriting Agreement ”), the undersigned [name of Underwriter] (the “ Underwriter ”) and [name of U.S. affiliate of Underwriter] , in its capacity as placement agent in the United States for the Underwriter (the “ U.S. Affiliate ”), each hereby certifies that:

(a) the U.S. Affiliate is a duly registered broker or dealer with the Financial Industry Regulatory Authority, Inc. (“ FINRA ”) and the SEC and is in good standing with FINRA and the SEC on the date hereof and at the time of such offer and sale by it of Shares;
(b) all offers to sell, solicitations of offers to buy and sales of the Shares in the United States were made only through the U.S. Affiliate in compliance with all applicable United States state and federal broker-dealer requirements or pursuant to the exemption provided under Rule 15a-6 of the U.S. Exchange Act. The U.S. Affiliate is a Qualified Institutional Buyer, a duly registered broker or dealer with the SEC in each state applicable to the U.S. Affiliate (unless exempt therefrom);
(c) all offers and sales of the Shares in the United States have been conducted by us in accordance with the terms of the Underwriting Agreement;
(d) each offeree in the United States was provided, prior to the time of such offeree’s purchase of any Shares, with a copy of the U.S. Preliminary Placement Memorandum and U.S. Final Placement Memorandum and no other written material was used in connection with the offer or sale of the Shares in the United States;
(e) immediately prior to our transmitting the U.S. Placement Memorandum to offerees in the United States, we had reasonable grounds to believe and did believe that each such offeree was a Qualified Institutional Buyer, and, on the date hereof, we have reasonable grounds to believe and continue to believe that each purchaser of Shares in the United States or who was offered Shares in the United States is a Qualified Institutional Buyer;
(f) prior to any sale of Shares in the United States we caused each U.S. purchaser purchasing Shares from us as placement agent to execute and deliver to us a U.S. QIB Letter in the form attached to the U.S. Placement Memorandum; and
(g) no form of General Solicitation or General Advertising was used by us in connection with the offer or sale of the Shares in the United States and we did not engage in any Directed Selling Efforts in the United States in connection with the offer or sale of the Shares.

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

B-6

Dated this day of _____, 2021.

[INSERT NAME OF UNDERWRITER]

By: Name:  Title: 

[INSERT NAME OF U.S. AFFILIATE]

By: Name:  Title: 

SCHEDULE C FORM OF LOCK-UP AGREEMENT

, 2021

BMO Nesbitt Burns Inc. CIBC World Markets Inc. National Bank Financial Inc. TD Securities Inc. Canaccord Genuity Corp. Cormark Securities Inc. Stifel Nicolaus Canada Inc.

(collectively, the “ Underwriters ”)

c/o

BMO Nesbitt Burns Inc. 100 King Street West, 5[th] Floor Toronto, Ontario M5X 1H3, Canada

Attention: David Wismer

CIBC World Markets Inc. 12th Floor – 400 Burrard Street Vancouver, British Columbia V6C 3A6, Canada

Attention: Kathy Butler

Ladies and Gentlemen:

Thinkific Labs Inc. (the “ Company ”)

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

In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, during the period beginning on the date of this letter and ending on the day that is the 180[th] calendar day following the closing date of the Offering, not taking into account any exercise of the over-allotment option under the Underwriting Agreement (the “ Closing Date ”), the undersigned will not, directly or indirectly, including without limitation through any entity or person controlled by the undersigned, without the prior written consent of BMO Nesbitt Burns Inc. and CIBC World Markets Inc. (collectively, the “ Lead Underwriters ”), on behalf of the Underwriters, such consent not to be unreasonably withheld, conditioned or delayed:

8 -
a) sell, offer, contract to sell, grant any option, right or warrant to purchase, or otherwise lend, transfer, assign or dispose of (including, without limitation, by making any short sale, engaging in any hedging, monetization or derivative transaction or entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of, as applicable, Subordinate Voting Shares, multiple voting shares of the Company (“ Multiple Voting Shares ”) or securities convertible or exchangeable into Subordinate Voting Shares or Multiple Voting Shares, whether or not settled by delivery of the Subordinate Voting Shares or Multiple Voting Shares, other securities, cash or otherwise), in a public offering or by way of private placement or otherwise, any Subordinate Voting Shares, Multiple Voting Shares or any securities convertible, exchangeable or exercisable into Subordinate Voting Shares or Multiple Voting Shares;
b) secure or pledge any Subordinate Voting Shares, Multiple Voting Shares or any securities convertible, exercisable or exchangeable into Subordinate Voting Shares or Multiple Voting Shares; or
c) agree to or announce any intention to do any of the foregoing things.

The foregoing paragraph shall not apply: (A) to bona fide gifts to the immediate family of the undersigned, provided the recipient thereof agrees in writing for the benefit of the Underwriters to be bound by the terms of this agreement; (B) to dispositions to any trust for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned, provided that such trust agrees in writing for the benefit of the Underwriters to be bound by the terms of this agreement; (C) if the undersigned is a corporation, partnership, limited liability company or other entity, to any affiliate, limited partner, member or security holder of the undersigned or to any investment fund or other entity controlled or managed by the undersigned, the manager or general partner of the undersigned, or an affiliate of the manager or general partner of the undersigned, provided that the affiliate agrees in writing for the benefit of the Underwriters to be bound by the terms of this agreement; (D) to pledges or security interests, provided that the pledgee or beneficiary of the security interest agrees in writing for the benefit of the Underwriters to be bound by the terms of this agreement (E) to exercises or settlement of awards pursuant to any equity-based compensation plan of the Company existing as at the date hereof (provided however that the securities issuable thereunder shall be subject to the restrictions set out in this agreement); or (F) pursuant to a bona fide third party take-over bid made to all shareholders of the Company, a plan of arrangement or amalgamation involving a change of control of the Company, or similar acquisition or business combination transaction provided that in the event that the take-over bid, plan of arrangement or amalgamation, or acquisition or business combination transaction is not completed, any Subordinate Voting Shares or Multiple Voting Shares, as applicable, held by the undersigned shall remain subject to the restrictions contained in this agreement. For purposes of this paragraph, “immediate family” shall mean the undersigned and the spouse, any lineal descendent, father, mother, brother or sister of the undersigned.

The obligation of the undersigned under this letter may be waived in whole or in part by the Lead Underwriters, on behalf of the Underwriter.

This agreement will terminate on the earliest of (i) the close of trading on the day that is the 180th calendar day following the Closing Date, and (ii) upon written notice provided, prior to the Closing Date, by the Company to the Underwriters and the undersigned stating that the Offering will not proceed.

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

[Signature page follows.]

DATED

, 2021.

Name of shareholder (please print)

Signature of shareholder (or authorized representative)

Name of authorized representative (if applicable) (please print)

AI assistant

Thinkific Labs Inc. — Capital/Financing Update 2021

48078_rns_2021-04-22_17d0adc3-002f-44b1-a899-0ca80513cf57.pdf

UNDERWRITING AGREEMENT

1. Definitions

2. Compliance with Securities Laws

3. Due Diligence

4. Restrictions on Sale

5. Marketing Materials

6. Delivery of Documents

7. Representations as to Prospectus and Prospectus Amendments

8. Additional Representations and Warranties of the Company

9. Covenants of the Company

10. Commercial Copies

11. Change of Closing Date

12. Completion of Distribution

13. Material Change or Change in Material Fact During Distribution

14. Change in Canadian Securities Laws

15. Underwriting Fee

16. Delivery of Purchase Price, Underwriting Fee and Shares

17. Delivery of Shares

18. Conditions to Underwriters’ Obligation to Purchase

(a) Delivery of Opinions

(b) Delivery of Comfort Letter

(c)

Delivery of Certificates

(d) Listing Approval

(e)

Good Standing Certificates

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

(g) Waiver Agreement from Rhino

(h) Receipt of Additional Documents

(i) Pre-Closing Capital Changes

(j) Over-Allotment Closing Documents

(k) Rhino Purchase

19. Rights of Termination

(a) Regulatory Proceedings Out

(b) Disaster Out

(c) Market Out

(d) Material Change or Change in Material Fact Out

(e) Non-Compliance with Conditions

(f) Exercise of Termination Rights

20. Indemnity

(a) Rights of Indemnity from the Company

(b)

Notification of Claims

(c) Right of Indemnity in Favour of Others

(d)

Retaining Counsel

21. Contribution

(a) Rights of Contribution

(b)

Rights of Contribution in Addition to Other Rights

(c)

Calculation of Contribution

(d)

Notice

(e)

Right of Contribution in Favour of Others

(f) Remedy Not Exclusive

22. Severability

23. Expenses

24. Obligations to Purchase

(a) Obligation of Underwriters to Purchase

(b) Purchases by Other Underwriters

(c) Exercise of Termination Rights

(d) Pro Rata Division if More Demand

(e) Purchase by Non-Defaulting Underwriters

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

25. Restrictions on Further Issuances and Sales

26. Survival of Representations and Warranties

27. Time

28. Governing Law

29. Notice

30. Authority of the Lead Underwriters

31. Underwriters’ Activities

32. No Advisory or Fiduciary Responsibility

33. TMX Group

34. Entire Agreement

35. Counterparts

Thinkific Labs Inc. Capital/Financing Update 2021