VIQ Solutions Inc. — Capital/Financing Update 2023

Jan 24, 2023

FORM 51-102F3 MATERIAL CHANGE REPORT

1. Name and Address of Company

VIQ Solutions Inc. (the " Company " or " VIQ ") 5915 Airport Road, Suite 700 Mississauga, Ontario L4V 1T1

2. Date of Material Change

January 13, 2023.

3. News Release

A news release dated January 16, 2023 was disseminated through the facilities of Business Wire and subsequently filed on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

4. Summary of Material Change

The Company announced that it had entered into a senior secured loan with Beedie Investments Ltd. (the " Lender "), pursuant to which the Lender has agreed to make available up to US$15 million to the Company (the " Loan "), pursuant to the terms of a credit agreement by and among the Company and the Lender (the " Credit Agreement ").

5. Full Description of Material Change

5.1 Full Description of Material Change

The Company announced that it had entered into the Credit Agreement, pursuant to which the Lender has agreed to advance the Loan to the Company. US$12 million of the Loan has been advanced to the Company as an initial advance (the " Initial Advance "), with an additional US$3 million available to the Company to be drawn in subsequent advances in a minimum of US$1 million tranches (each, a " Subsequent Advance ").

The Company announced that it intends to use the proceeds of the Initial Advance as follows: (i) approximately US$9 million to refinance all existing senior debt; (ii) approximately US$2 million for working capital, and (iii) approximately US$1 million for permitted growth initiatives. The Subsequent Advances are expected to be used by the Company for business acquisitions or growth initiatives, unless otherwise agreed by the Lender.

The amount outstanding under the Loan will bear interest at 12.5% per annum, comprised of cash interest of 9.5% per annum, calculated and paid monthly, and paid-in-kind interest will be charged at a rate of 3.0% per annum, compounded monthly and added to the outstanding principal amount of the Loan. A standby fee will be charged monthly at a rate of 1.5% per annum on the undrawn amount of the standby facility. The Company paid a commitment fee of 1.5% of the Loan. The Lender has also been granted a board observer right.

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In connection with the initial advance under the Loan, the Company has issued 7,968,750 common share purchase warrants (each, a " Warrant ") to the Lender. Each Warrant is exercisable to purchase one common share of the Company (each, a " Warrant Share ") at an exercise price of US$0.256 per Warrant Share. The Warrants expire on January 16, 2030. In addition, the Company has agreed to issue additional common share purchase warrants (each, a " Subsequent Warrant ") in connection with the Subsequent Advances, with such number of Warrants to be equal to 17% of the amount of such Subsequent Advance divided by the exercise price of such Subsequent Warrants. The Subsequent Warrants are to have an exercise price equal to the 5-day volume weighted average price of the Company’s common shares immediately prior to the earlier of: (i) the announcement of the applicable Subsequent Advance, and (ii) the funding of the applicable Subsequent Advance. The Subsequent Warrants will expire seven years from the date of issuance.

The Loan is secured against all of the assets and property of the Company and certain subsidiaries pursuant to a general security agreement.

A copy of the Credit Agreement is available under the Company's profile on SEDAR at www.sedar.com.

5.2 Disclosure for Restructuring Transaction

Not applicable.

6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

7. Omitted Information

Not applicable.

8. Executive Officer

For additional information please contact Sebastien Paré, Chief Executive Officer of the Company, at (905) 948-8266 or spare@viqsolutions.com.

9. Date of Report

January 23, 2023.