VerticalScope Holdings Inc. — Capital/Financing Update 2021

Jun 14, 2021

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June 14, 2021

By SEDAR

Norton Rose Fulbright Canada LLP 222 Bay Street, Suite 3000, P.O. Box 53 Toronto, Ontario M5K 1E7 Canada

Ontario Securities Commission F: +1 416.216.3930 British Columbia Securities Commission Alberta Securities Commission Autorité des marchés financiers Financial and Consumer Affairs Authority of Saskatchewan The Manitoba Securities Commission Financial and Consumer Services Commission, New Brunswick Nova Scotia Securities Commission The Office of the Superintendent of Securities, Prince Edward Island Office of the Superintendent of Securities, Service Newfoundland and Labrador Office of the Superintendent of Securities, Nunavut Office of the Yukon Superintendent of Securities Office of the Superintendent of Securities (NWT)

F: +1 416.216.3930 nortonrosefulbright.com

Dear Sirs/Mesdames:

VerticalScope Holdings Inc. – Final Base PREP Prospectus

We refer you to the final base PREP prospectus dated June 14, 2021 (the Prospectus ) of VerticalScope Holdings Inc. (the Issuer ) relating to the proposed issue of up to $125,000,000 of Subordinate Voting Shares of the Issuer.

We hereby consent to the use of our firm name on the third page of the cover page of the Prospectus and under the headings “Eligibility for Investment” (Prospectus Summary), “Certain Canadian Federal Income Tax Considerations”, “Eligibility for Investment” and “Experts” in the Prospectus.

We confirm that we have read the Prospectus and that we have no reason to believe that there is any misrepresentations in the information contained in the Prospectus that are:

(a) derived from our opinion referred to above; or

(b) within our knowledge as a result of the services that we performed to render such an opinion.

Yours very truly,

“Norton Rose Fulbright Canada LLP”

Norton Rose Fulbright Canada LLP

Norton Rose Fulbright Canada LLP is a limited liability partnership established in Canada.

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