UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2024
Commission File No. 001-39730
VISION MARINE TECHNOLOGIES INC.
(Translation of registrant’s name into English)
730 Boulevard du Curé-Boivin
Boisbriand, Québec, J7G 2A7, Canada
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F
Form 20-F x
Form 40-F ¨
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ¨
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) ¨
Entry into a Material Definitive Agreement.
On October 17, 2024, Vision Marine Technologies
Inc., a Quebec corporation (the “Company”) entered into an at the market sales agreement (the "Sales Agreement")
with ThinkEquity LLC (the "Agent"), as sales agent, pursuant to which the Company may offer and sell, from time to time through
the Agent, common shares, no par value, of the Company (the common shares to be sold pursuant to the Sales Agreement, the "Shares").
The offer and sale of the Shares, if any, will be made pursuant to the Company's shelf registration statement on Form F-3 (File No. 333-
267893), which was initially filed with the United States Securities and Exchange Commission (the “Commission”) on October
14, 2022, and was declared effective, as amended, by the Commission on December 21, 2022 and as supplemented by the prospectus supplement,
dated October 17, 2024 relating to the Shares which may be issued from time to time pursuant to the Sales Agreement, (the "Prospectus
Supplement"). Pursuant to the Prospectus Supplement, the Company may offer and sell up to US$11,750,000 of Shares.
Under the Sales Agreement, the Agent may sell
Shares by any method permitted by law and deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities
Act of 1933, as amended (the "Securities Act"), including sales made directly on the Nasdaq Capital Market, or on any other
existing trading market for the Company's common shares.
The Company is not obligated to make any sales
of Shares under the Sales Agreement and no assurance can be given that it will sell any Shares under the Sales Agreement, or, if it does,
as to the price or number of Shares that it will sell, or the dates on which any such sales will take place. The aggregate compensation
payable to the Agent as sales agent is equal to (i) 3.0% of the gross proceeds of the Shares sold pursuant to the Sales Agreement, and
(ii) 7.5% of the gross proceeds of the Shares sold pursuant to the Sales Agreement when the Agent arranges a sale of Shares of US$1,000,000
or more in such sale of Shares.
The Sales Agreement may be terminated by either
party as set forth in the Sales Agreement. In addition, the Company has agreed in the Sales Agreement to provide indemnification and contribution
to the Agent against certain liabilities, including liabilities under the Securities Act.
The foregoing is not a complete description of
the Sales Agreement and is qualified by reference to the full text and terms of the Sales Agreement, which is filed as Exhibit 10.1 to
this current report and incorporated herein by reference.
General
The information contained in this Report on Form
6-K of the Company, are hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-267893)
and Registration Statement on Form S-8 (File No. 333-264089).
Exhibit Index
Exhibit No.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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VISION MARINE TECHNOLOGIES INC. |
| |
|
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| Date: October 18, 2024 |
By: |
/s/ Raffi Sossoyan |
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Name: |
Raffi Sossoyan |
| |
Title: |
Chief Financial Officer |
Exhibit 5.1
 |
Dentons Canada LLP
1, Place Ville Marie, Suite 3900
Montréal, QC, Canada H3B 4M7
dentons.com |
October 17, 2024
VISION MARINE TECHNOLOGIES INC.
730 Boulevard du Curé-Boivin
Boisbriand, Québec J7G 2A7
Attention: Board of Directors
Dear Sirs:
| Re: |
Vision Marine Technologies Inc. |
We have acted as Canadian legal counsel to Vision
Marine Technologies Inc., a Québec corporation (the “Corporation”), in connection with a public offering of
US$11,750,000 of common shares (the “Shares”) of the Company’s common shares, without par value pursuant, to
that At the Market Sales Agreement, dated October 17, 2024 (the “ATM Sales Agreement”), by and between the Corporation
and ThinkEquity LLC (the “Sales Agent”). The Shares are the subject of a registration statement (the “Registration
Statement”) on Form F-3 (no. 333-267893) under the Securities Act of 1933, as amended (the “Securities Act”),
originally filed with the United States Securities and Exchange Commission (the “SEC”) on October 14, 2022, and a prospectus
supplement (and included in the Prospectus) filed with the SEC on October 17, 2024. The SEC declared the Registration Statement effective
on December 21, 2022.
| A. | Documents Reviewed and Reliance |
As Canadian counsel to the Corporation, we have
participated in the preparation of or examined original executed or electronically delivered copies of such agreements, instruments and
documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed, including, without limitation:
| 1. | the Registration Statement; |
| | |
| 2. | the Prospectus Supplement; |
| | |
| 3. | the ATM Sales Agreement;
and |
| | |
| 4. | resolutions of the directors of the Corporation authorizing and approving the Registration Statement, the Prospectus Supplement, the
ATM Sales Agreement and the issuance of the Shares (the "Authorizing Resolutions"); |
| Zaanouni Law Firm & Associates ► LuatViet ► Fernanda Lopes & Associados ► Guevara & Gutierrez ► Paz Horowitz Abogados ► Sirote ► Adepetun Caxton-Martins Agbor & Segun ► Davis Brown ► East African Law Chambers ► For more information on the firms that have come together to form Dentons, go to dentons.com/legacyfirms |
| |
October 17, 2024
Page 2 |
dentons.com |
collectively, the "Transaction Documents".
We have also made such investigations and examined originals or copies,
certified or otherwise identified to our satisfaction, of such certificates of public officials and of such other certificates, documents
and records as we considered necessary or relevant for purposes of the opinions expressed below, including:
| 1. | a certificate of good standing dated October17, 2024 issued pursuant to the Business Corporations Act (Québec) relating to
the Corporation; and |
| 2. | a certificate signed by the Chief Executive Officer and the Chief Financial Officer of the Corporation addressed to our firm, certifying
certain additional corporate information of a factual nature and attaching the Authorizing Resolutions (the "Officer's Certificate"),
which we have relied upon as to questions of fact material to our opinions set forth below. |
B.
Laws Addressed
We are qualified to practice law in the Province
of Québec and our opinion herein is restricted to the laws of the Province of Québec and the federal laws of Canada applicable
therein (the "Applicable Law").
C.
Assumptions
For the purposes of the opinions expressed herein,
we have assumed, without independent investigation, the following:
| 1. | with respect to ail documents examined by us, the genuineness of ail signatures, the authenticity, completeness and accuracy of ail
documents submitted to us as originals, the conformity to originals of an documents submitted to us as certified, conformed, telecopied,
PDF or photocopied copies of originals and the legal capacity of individuals signing any documents; |
| 2. | the completeness, accuracy and currency of the indices and filing systems maintained at the public offices where we have searched
or made relevant inquiries and of other documents and certificates supplied by public officials; |
| | |
| 3. | the Officer's Certificate
continues to be accurate on the date hereof; |
| 4. | all necessary consents, authorizations, approvals, permits or certificates (governmental or otherwise) which are required by law other
than Applicable Law as a condition to the execution and delivery of each of the Transaction Documents by the parties thereto and to the
consummation by such parties of the transactions contemplated thereby have been obtained; |
| 5. | the minute books and corporate records of the Corporation made available to us are the original minute books and records of the Corporation
and contain ail of the articles and constating documents of the Corporation and any amendments thereto and an of the respective minutes,
or copies thereof, of ail proceedings of the shareholders and directors |
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October 17, 2024
Page 3 |
dentons.com |
| 6. | at the time of offer, issuance and sale of any Shares, the Registration Statement and Prospectus Supplement will have been declared
effective under the Securities Act, and no stop order suspending its effectiveness will have been issued and remain in effect; and |
| | |
| 7. | the Company will remain
a Québec corporation. |
D.
Opinions
Based upon
and relying on the foregoing and the qualifications hereinafter expressed, we are of the opinion that the Shares have been authorized
for issuance and when issued in compliance with the provisions of the ATM Sales Agreement, including the receipt by the Corporation of
any consideration required thereunder, the Shares will be validly issued, fully paid and non-assessable common shares in the capital of
the Corporation.
E.
Qualifications
Whenever our opinion refers to securities of the
Corporation, whether issued or to be issued, as being "fully-paid and non-assessable", such phrase means that the holders of
such securities will not, alter the issuance to them of such securities, be liable to pay further amounts to the Corporation in respect
of the issue price payable for such securities, and no opinion is expressed as to the adequacy of any consideration received by the Corporation
therefor.
For greater certainty, a specific assumption, limitation or qualification
in this opinion is not to be interpreted to restrict the generality of any other assumption, limitation or qualification expressed in
general terms in this opinion that includes the subject matter of the specific assumption, limitation or qualification.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to
the Registration Statement and to the use of our firm’s name in the section of the Registration Statement and the Prospectus entitled
“Legal Matters”. In giving this consent, we do not admit that we are within the category of persons whose consent is required
under Section 7 of the Securities Act, or the rules and regulations of the SEC.
The opinions are given as at the date
hereof and we disclaim any obligation or undertaking to advise any person of any change in law or fact that may come to our attention
after the date hereof. Our opinions do not take into account any proposed rules, policies or legislative changes that may come into force
following the date hereof.
Exhibit 10.1
VISION MARINE TECHNOLOGIES INC.
Up to US$11,750,000
Common Shares
ATM Sales Agreement
October 17, 2024
ThinkEquity LLC
17 State Street, 41st Floor
New York, New York 10004
Ladies and Gentlemen:
Vision Marine Technologies
Inc., a corporation formed under the laws of the Province of Quebec, Canada (collectively with its subsidiaries and affiliates, including,
without limitation, all entities disclosed or described in the Registration Statement (defined below) as being subsidiaries or affiliates
of Vision Marine Technologies Inc., the “Company”) confirms its agreement (this “Agreement”)
with ThinkEquity LLC (the “Agent”), as follows:
1.
Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms
and subject to the conditions set forth herein, it may issue and sell through the Agent, common shares (the “Placement Shares”)
of the Company, no par value (the “Common Shares”) having an aggregate offering price of up to US$11,750,000;
provided, however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement
Shares that would (a) exceed the number or dollar amount of Common Shares registered on the effective Registration Statement (defined
below) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued Common Shares (less Common Shares
issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s
authorized capital stock), (c) exceed the number or dollar amount of Common Shares permitted to be sold under Form F-3 (including General
Instruction I.B.5 thereof, if applicable) or (d) exceed the number or dollar amount of Common Shares for which the Company has filed a
Prospectus Supplement (defined below) (the lesser of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding
anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section
1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that
the Agent shall have no obligation in connection with such compliance. The offer and sale of Placement Shares through the Agent will be
effected pursuant to the Registration Statement (as defined below) filed by the Company and which will be declared effective by the Securities
and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring
the Company to use the Registration Statement to issue Common Shares.
The Company has filed,
in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and
the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission a
registration statement on Form F-3 (File No. 333-267893), including a base prospectus, relating to certain securities, including the
Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has
filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules and regulations thereunder (the “Exchange Act Regulations”). The
Company has prepared a prospectus or a prospectus supplement to the base prospectus included as part of the registration statement,
which prospectus or prospectus supplement relates to the Placement Shares to be issued from time to time by the Company (the
“Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the
prospectus included as part of such registration statement, as supplemented, by the Prospectus Supplement, relating to the Placement
Shares to be issued from time to time by the Company. The Company may file one or more additional registration statements from time
to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a
Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration
statement(s), including all documents filed as part thereof or incorporated by reference therein, and including any information
contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the
Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act
Regulations, or otherwise pursuant to the Securities Act Regulations, is herein called the “Registration
Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations,
then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant to
Rule 462(b). The base prospectus or base prospectuses, including all documents incorporated therein by reference, included in the
Registration Statement, as it may be supplemented, if necessary, by the Prospectus Supplement, in the form in which such prospectus
or prospectuses and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to
Rule 424(b) under the Securities Act Regulations, together with the then issued Issuer Free Writing Prospectus(es) (as defined
below), is herein called the “Prospectus.”
Any reference herein to the
Registration Statement, any Prospectus Supplement, Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include
the documents, if any, incorporated by reference therein (the “Incorporated Documents”), including, unless the
context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms
“amend,” “amendment” or “supplement” with respect to the Registration Statement, any Prospectus Supplement,
the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange
Act on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus Supplement, Prospectus or
such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references
to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy
filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system, or if applicable, the Interactive Data
Electronic Application system when used by the Commission (collectively, “EDGAR”).
2. Placements.
Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it
will notify the Agent by email notice (or other method mutually agreed to by the parties) of the number of Placement Shares to be
issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be
sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the
form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the
Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule) and
shall be addressed to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be
amended from time to time. The Placement Notice shall be effective unless and until (i) the Agent declines to accept the terms
contained therein for any reason, in its sole discretion, within two (2) Business Days (as defined below) of receipt of such
Placement Notice, (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or
terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 12. The
amount of any discount, commission or other compensation to be paid by the Company to Agent in connection with the sale of the
Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and
agreed that neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement
Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice
pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between
the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.
3.
Sale of Placement Shares by Agent. Subject to the provisions of Section 5(a), the Agent, for the period specified
in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable
state and federal laws, rules and regulations and the rules of the Nasdaq Capital Market (the “Exchange”), to
sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will
provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the
Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the
compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined
below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the
gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by
any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act
Regulations, including sales made directly on or through the Exchange or any other existing trading market for the Common Shares, in negotiated
transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or any other method
permitted by law. Notwithstanding the foregoing, (i) no sale may be made in a privately negotiated
transaction without the prior written consent of the Company and (ii) the Company represents that a vast majority of the sales pursuant
to this Agreement will be made to the public and not in privately negotiated transactions. “Trading Day”
means any day on which Common Shares are traded on the Exchange.
4. Suspension
of Sales. The Company or the Agent may, upon notice to the other party in writing (including by email correspondence to each of
the individuals of the other party set forth on Schedule 3, as such Schedule may be amended from time to time, if receipt of
such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or by
telephone (confirmed immediately by verifiable email correspondence to each of the individuals of the other party set forth on Schedule
3), suspend any sale of Placement Shares (a “Suspension”); provided, however, that such
Suspension shall not affect or impair any party’s obligations with respect to any Placement Shares sold hereunder prior to the
receipt of such notice. While a Suspension is in effect any obligation under Sections 7(l), 7(m), and 7(n) with
respect to the delivery of certificates, opinions, or comfort letters to the Agent, shall be waived. Each of the parties agrees that
no such notice under this Section 4 shall be effective against any other party unless it is made to one of the individuals
named on Schedule 3 hereto, as such Schedule may be amended from time to time. Notwithstanding any other provision of this
Agreement, during any period in which the Company is in possession of material non-public information, the Company and the Agent
agree that (i) no sale of Placement Shares will take place, (ii) the Company shall not request the sale of any Placement Shares, and
(iii) the Agent shall not be obligated to sell or offer to sell any Placement Shares.
5.
Sale and Delivery to the Agent; Settlement.
(a)
Sale of Placement Shares. On the basis of the representations and warranties herein contained and subject to the
terms and conditions herein set forth, upon the Agent’s acceptance of the terms of a Placement Notice, and unless the sale of the
Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement,
the Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading
and sales practices and applicable law and regulations to sell such Placement Shares up to the amount specified, and otherwise in accordance
with the terms of such Placement Notice. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be
successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity
if it does not sell Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent
with its normal trading and sales practices and applicable law and regulations to sell such Placement Shares as required under this Agreement
and (iii) the Agent shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement, except
as otherwise agreed by the Agent and the Company.
(b)
Settlement of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales
of Placement Shares will occur on the first (1st) Trading Day (or such earlier day as is industry practice for regular-way
trading) following the date on which such sales are made (each, a “Settlement Date”). The amount of proceeds
to be delivered to the Company on a Settlement Date against receipt of the Placement Shares sold (the “Net Proceeds”)
will be equal to the aggregate sales price received by the Agent, after deduction for (i) the Agent’s commission, discount or other
compensation for such sales payable by the Company pursuant to Section 2 hereof, and (ii) any transaction fees imposed by any Governmental
Authority in respect of such sales.
(c) Delivery
of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically
transfer the Placement Shares being sold by crediting the Agent’s or its designee’s account (provided the Agent shall
have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository
Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed
upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On
each Settlement Date, the Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on,
or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its
obligation to deliver Placement Shares on a Settlement Date, the Company agrees that in addition to and in no way limiting the
rights and obligations set forth in Section 10(a) hereto, it will (i) hold the Agent harmless against any loss, claim,
damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by
the Company or its transfer agent (if applicable) and (ii) pay to the Agent any commission, discount, or other compensation to which
it would otherwise have been entitled absent such default.
(d)
Denominations; Registration. Certificates for the Placement Shares, if any, shall be in such denominations and registered
in such names as the Agent may request in writing at least one full Business Day (as defined below) before the Settlement Date. The certificates
for the Placement Shares, if any, will be made available by the Company for examination and packaging by the Agent in The City of New
York not later than noon (New York time) on the Business Day prior to the Settlement Date.
(e)
Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any
Placement Shares if, after giving effect to the sale of such Placement Shares, the aggregate gross sales proceeds of Placement Shares
sold pursuant to this Agreement would exceed the lesser of (i) together with all sales of Placement Shares under this Agreement,
the Maximum Amount and (ii) the amount authorized from time to time to be issued and sold under this Agreement by the Company’s
board of directors (the “Board”) , a duly authorized committee thereof or a duly authorized executive committee,
and notified to the Agent in writing. Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares
pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Board, a duly authorized committee
thereof or a duly authorized executive committee. Further, under no circumstances shall the Company cause or permit the aggregate offering
amount of Placement Shares sold pursuant to this Agreement to exceed the Maximum Amount.
(f)
Sales Through Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Placement
Shares shall only be effected by or through the Agent and only a single Agent, on any single given date, and in no event shall the Company
request that more than one Agent sell Shares on the same day.
6.
Representations and Warranties of the Company. The Company represents and warrants to, and agrees with Agent that as of
the date of this Agreement and as of each Applicable Time (as defined below):
(a) Registration
Statement; Prospectus; Exchange Listing. The Company and the transactions contemplated by this Agreement meet the requirements
for and comply with the applicable conditions set forth in Form F-3 (including General Instructions I.A and I.B) under the
Securities Act. The Registration Statement has been filed with the Commission and was declared effective by the Commission under the
Securities Act on December 21, 2022. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan
of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the
use of the Registration Statement or threatening or instituting proceedings for that purpose. The Registration Statement and the
offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply
in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described
in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or
filed. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated
by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are
available through EDGAR, to Agent and its counsel. The Company has not distributed and, prior to the later to occur of each
Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection
with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free
Writing Prospectus (as defined below) to which the Agent has consented.
(b)
Stock Exchange Listing. The Common Shares are listed on the Exchange under the symbol “VMAR”, and the Company
has taken no action designed to, or likely to have the effect of, delisting the Common Shares from the Exchange, nor has the Company received
any notification that the Exchange is contemplating terminating such listing except as described in the Registration Statement and the
Prospectus.
(c)
Registration Pursuant to Section 12(b) of the Exchange Act. The Company has filed with the Commission a registration statement
on Form 8-A (File Number 001-39730) (the “Exchange Act Registration Statement”) providing for the registration pursuant
to Section 12(b) under the Exchange Act of the Common Shares. The Exchange Act Registration Statement became effective prior to the date
hereof. The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Shares
under the Exchange Act, nor has the Company received any notification that the Commission is contemplating terminating such registration.
To the Company’s knowledge, it is in compliance with all applicable listing requirements of the Exchange except as otherwise set
out in the Exchange Act Reports.
(d)
No Stop Orders, etc. Neither the Commission nor, to the Company’s knowledge, any state regulatory authority has issued
any order preventing or suspending the use of the Registration Statement or the Prospectus or has instituted or, to the Company’s
knowledge, threatened to institute, any proceedings with respect to such an order. The Company has complied with each request (if any)
from the Commission for additional information.
(e) Conformity
with Securities Act and Exchange Act. The Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or any
amendment or supplement thereto (including any prospectus wrapper), and the documents incorporated by reference in the Registration
Statement, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement thereto, when such documents were or
are filed with the Commission under the Securities Act or the Exchange Act or became or become effective under the Securities Act,
as the case may be, conformed or will conform in all material respects with the requirements of the Securities Act and the Exchange
Act, as applicable. At each Settlement Date, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or any
amendment or supplement thereto (including any prospectus wrapper), and the documents incorporated by reference in the Registration
Statement, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement thereto, as of such date, will conform
in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable.
(f)
No Misstatement or Omission. The Registration Statement, when it became or becomes effective, did not, and will not, contain
an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading. The Prospectus and any amendment and supplement thereto, on the date thereof and at each Applicable Time (defined
below), did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading. The documents incorporated by reference in the Registration
Statement, the Prospectus, or any Prospectus Supplement did not, and any further Incorporated Documents filed and incorporated by reference
therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required
to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were
made, not misleading. The foregoing shall not apply to statements in, or omissions from, any such document made in reliance upon, and
in conformity with, information furnished to the Company by Agent specifically for use in the preparation thereof.
(g)
Disclosures in Commission Filings. Since November 23, 2020, (i) none of the Company’s filings with the Commission
contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading; and (ii) the Company has made all filings with the Commission
required under the Exchange Act and the Exchange Act Regulations.
(h) Financial
Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration
Statement, the Prospectus and the Issuer Free Writing Prospectuses, if any, fairly present the financial position and the results of
operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in
conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board
(“IFRS”), consistently applied throughout the periods involved (provided that unaudited interim financial
statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all
footnotes required by IFRS); and the supporting schedules included in the Registration Statement present fairly the information
required to be stated therein. Except as included therein, no historical or pro forma financial statements are required to be
included in the Registration Statement or the Prospectus under the Securities Act or the Securities Act Regulations. The pro forma
and pro forma as adjusted financial information and the related notes, if any, included in the Registration Statement, the
Prospectus, and any Issuer Free Writing Prospectuses have been properly compiled and prepared in accordance with the requirements of
the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act Regulations, as applicable, and present
fairly the information shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used
therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the
Registration Statement, the Prospectus, and any Issuer Free Writing Prospectuses regarding “non-IFRS financial measures”
(as such term is defined by the rules and regulations of the Commission), if any, comply with Regulation G of the Exchange Act and
Item 10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the Registration Statement, the Prospectus, and
any Issuer Free Writing Prospectuses discloses all material off-balance sheet transactions, arrangements, obligations (including
contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a
material current or future effect on the Company’s financial condition, changes in financial condition, results of operations,
liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the
Registration Statement, the Prospectus, and any Issuer Free Writing Prospectuses, (a) neither the Company nor any of its direct and
indirect Subsidiaries (as defined below), including each entity disclosed or described in the Registration Statement, the
Prospectus, and any Issuer Free Writing Prospectuses as being a subsidiary of the Company, has incurred any material liabilities or
obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the
Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (c) there has
not been any change in the capital stock of the Company or any of its subsidiaries, or, other than in the course of business, any
grants under any stock compensation plan, and (d) there has not been any material adverse change in the Company’s long-term or
short-term debt.
(i)
Conformity with EDGAR Filing. The Prospectus delivered to Agent for use in connection with the sale of the Placement Shares
pursuant to this Agreement was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant
to EDGAR, except to the extent permitted by Regulation S-T promulgated under the Securities Act.
(j)
Organization. The Company and each of its subsidiaries are duly organized, validly existing as a corporation and in good
standing under the laws of their respective jurisdictions of organization. The Company and each of its Subsidiaries are duly licensed
or qualified as a foreign corporation for transaction of business and in good standing under the laws of each other jurisdiction in which
their respective ownership or lease of property or the conduct of their respective businesses requires such license or qualification,
and have all corporate power and authority necessary, and has all necessary authorizations, approvals, registrations, orders, licenses,
certificates, qualifications, registrations and permits of and from all governmental regulatory officials and bodies that it needs as
of the date hereof, to own or hold their respective properties and to conduct their respective businesses as described in the Registration
Statement and the Prospectus, except where the failure to be so qualified or in good standing or have such power or authority would not,
individually or in the aggregate, have a material adverse effect or would reasonably be expected to have a material adverse effect on
or affecting the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, shareholders’
equity or results of operations of the Company and the Subsidiaries taken as a whole, or prevent or materially interfere with consummation
of the transactions contemplated hereby (a “Material Adverse Effect”).
(k) Board
of Directors. The Board is comprised of the persons disclosed in the Registration Statement and the Prospectus. The
qualifications of the persons serving as Board members and the overall composition of the Board comply with the Exchange Act, the
Exchange Act Regulations, and the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder (the “Sarbanes-Oxley
Act”) applicable to the Company and the listing rules of the Exchange. At least one (1) member of the audit committee of
the Board qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the
listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board qualify as
“independent,” as defined under the listing rules of the Exchange.
(l)
Subsidiaries. The subsidiaries set forth on Schedule 4 (collectively, the “Subsidiaries”),
are the Company’s only significant subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the
Commission). Except as set forth in the Registration Statement and in the Prospectus, the Company owns, directly or indirectly, all of
the equity interests of the Subsidiaries free and clear of any lien, charge, security interest, encumbrance, right of first refusal or
other restriction, and all the equity interests of the Subsidiaries are validly issued and are fully paid, nonassessable and free of preemptive
and similar rights. No Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making
any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary
from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the
Company. Except as disclosed herein and in the Registration Statement, the Prospectus, and any Issuer Free Writing Prospectus, the Company
has no subsidiaries and has no other interest, nominal or beneficial, direct or indirect, in any other corporation, joint venture or other
business entity.
(m) Disclosure
of Agreements. The agreements and documents described in the Registration Statement, the Prospectus, and any Issuer Free
Writing Prospectus conform in all material respects to the descriptions thereof contained therein or incorporated by reference
therein and there are no agreements or other documents required by the Securities Act and the Securities Act Regulations to be
described in the Registration Statement, the Prospectus and any Issuer Free Writing Prospectus or to be filed with the Commission as
exhibits to the Registration Statement or to be incorporated by reference in the Registration Statement, the Prospectus, and any
Issuer Free Writing Prospectus, that have not been so described or filed or incorporated by reference. Each agreement or other
instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and
(i) that is referred to in the Registration Statement, the Prospectus, and any Issuer Free Writing Prospectus or (ii) is material to
the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all
material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in
accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar
laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be
limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms
of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor
may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the
Company’s knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred
that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the
Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result
in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Authority, domestic
or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation, those relating
to environmental laws and regulations.
(n)
Prior Securities Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for
the benefit of, any person or persons controlling, controlled by or under common control with the Company, except as disclosed in the
Registration Statement, and the Prospectus. Subsequent to the respective dates as of which information is given in the Registration Statement
and the Prospectus, and except as may otherwise be indicated or contemplated herein or disclosed in the Registration Statement and the
Prospectus, the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed
money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.
(o)
Regulations. The disclosures in the Registration Statement and the Prospectus concerning the effects of federal, state,
local, and all foreign regulation on the Placement Shares and the Company’s business as currently contemplated are accurate, correct
and complete in all material respects and no other such regulations are required to be disclosed in the Registration Statement and the
Prospectus which are not so disclosed.
(p)
No Violation or Default. Neither the Company nor any of its Subsidiaries is (i) in violation of its charter or bylaws
or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would
constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage,
deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which
the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries are
subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any Governmental Authority, except,
in the case of each of clauses (ii) and (iii) above, for any such violation or default that would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, no other party under any material contract
or other agreement to which it or any of its Subsidiaries is a party is in default in any respect thereunder where such default would
reasonably be expected to have a Material Adverse Effect.
(q) No
Material Adverse Change. Subsequent to the respective dates as of which information is given in the Registration Statement, the
Prospectus and the Issuer Free Writing Prospectuses, if any (including any document deemed incorporated by reference therein), there
has not been (i) any Material Adverse Effect or the occurrence of any development that the Company reasonably expects will result in
a Material Adverse Effect, (ii) any transaction which is material to the Company and the Subsidiaries taken as a whole, (iii) any
obligation or liability, direct or contingent (including any off-balance sheet obligations), incurred by the Company or any
Subsidiary, which is material to the Company and the Subsidiaries taken as a whole, (iv) any material change in the capital stock or
outstanding long-term indebtedness of the Company or any of its Subsidiaries or (v) any dividend or distribution of any kind
declared, paid or made on the capital stock of the Company or any Subsidiary, other than in each case above in the ordinary course
of business or as otherwise disclosed in the Registration Statement or Prospectus (including any document deemed incorporated by
reference therein). The Company does not have pending before the Commission any request for confidential treatment of information.
Except for the issuance of the Placement Shares contemplated by this Agreement no event, liability, fact, circumstance, occurrence
or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its businesses,
prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under
applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed.
(r)
Capitalization. The Company has an authorized, issued and outstanding capitalization as set forth in the Registration Statement
and the Prospectus as of the dates referred to therein (other than the grant of additional options under the Company’s existing
stock option plans, or changes in the number of outstanding Common Shares of the Company due to the issuance of shares upon the exercise
or conversion of securities exercisable for, or convertible into, Common Shares outstanding on the date hereof) and such authorized capital
stock conforms to the description thereof set forth in the Registration Statement and the Prospectus. The description of the securities
of the Company in the Registration Statement and the Prospectus is complete and accurate in all material respects. Except as disclosed
in or contemplated by the Registration Statement or the Prospectus, as of the date referred to therein, the Company does not have outstanding
any options to purchase, or any rights or warrants to subscribe for, or any securities or obligations convertible into, or exchangeable
for, or any contracts or commitments to issue or sell, any shares of capital stock or other securities.
(s)
Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated
by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable and have been issued in compliance
with all United States federal and state securities laws and all Canadian provincial securities laws; the holders thereof have no rights
of rescission, rights of first refusal, rights of participation or similar rights with respect thereto or put rights, and are not subject
to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights,
rights of first refusal, or rights of participation or similar rights of any holders of any security of the Company or similar contractual
rights granted by the Company. The authorized Common Shares conform in all material respects to all statements relating thereto contained
in the Registration Statement and the Prospectus. The offers and sales of the outstanding Common Shares were at all relevant times either
registered under the Securities Act and the applicable state securities or “blue sky” laws, applicable Canadian Securities
Laws (as defined below), or, based in part on the representations and warranties of the purchasers of such Common Shares, exempt from
such registration requirements.
(t)
Authorization of Placement Shares. The Placement Shares, when issued and delivered pursuant to the terms approved by the
Board or a duly authorized committee thereof, or a duly authorized executive committee, against payment therefor as provided herein, will
be duly and validly authorized and issued and fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security
interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar
rights, and will be registered pursuant to Section 12 of the Exchange Act. The Placement Shares, when issued, will conform in all material
respects to the description thereof set forth in or incorporated into the Prospectus.
(u)
Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform
the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal,
valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except (i) to the extent that
enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights
generally and by general equitable principles and (ii) the indemnification and contribution provisions of Section 10 hereof
may be limited by federal or state securities laws and public policy considered in respect thereof.
(v)
No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any Governmental
Authority is required for the execution, delivery and performance by the Company of this Agreement, the issuance and sale by the Company
of the Placement Shares, except for such consents, approvals, authorizations, orders and registrations or qualifications as may be required
under applicable state securities laws or by the bylaws and rules of the Financial Industry Regulatory Authority (“FINRA”)
or the Exchange in connection with the sale of the Placement Shares by the Agent.
(w)
No Preferential Rights. Except as set forth in the Registration Statement and the Prospectus, (i) no person, as such
term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”),
has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Common Shares or shares of any other
capital stock or other securities of the Company, (ii) no Person has any preemptive rights, resale rights, rights of first refusal,
rights of co-sale, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Common
Shares or shares of any other capital stock or other securities of the Company, (iii) no Person has the right to act as an underwriter
or as a financial advisor to the Company in connection with the offer and sale of the Common Shares, and (iv) no Person has the right,
contractual or otherwise, to require the Company to register under the Securities Act any Common Shares or shares of any other capital
stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering
contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares
as contemplated thereby or otherwise.
(x)
Independent Public Accounting Firm. To the knowledge of the Company, Ernst & Young LLP, the Company’s former independent
registered public accounting firm, and M&K CPAS, LLC, the Company’s current independent registered public accounting firm (together,
the “Auditors”), whose reports are filed with the Commission and included or incorporated by reference in the Registration
Statement and the Prospectus, are independent registered public accounting firms as required by the Securities Act and the Securities
Act Regulations and the Public Company Accounting Oversight Board. Except as set out in the Exchange Act Reports, the Auditors have not,
during the periods covered by the financial statements included or incorporated by reference in the Registration Statement and the Prospectus,
provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act. To the Company’s knowledge,
neither of the Auditors are in violation of the auditor independence requirements of the Sarbanes-Oxley Act with respect to the Company.
(y) No
Litigation. Except as set forth in the Registration Statement or the Prospectus, there are no actions, suits or proceedings by or
before any Governmental Authority pending, nor, to the Company’s knowledge, any audits or investigations by or before any Governmental
Authority, to which the Company or a Subsidiary is a party or to which any property of the Company or any of its Subsidiaries is the
subject that, individually or in the aggregate, if determined adversely to the Company or any of its Subsidiaries, would reasonably be
expected to have a Material Adverse Effect or materially and adversely affect the ability of the Company to perform its obligations under
this Agreement , to the Company’s knowledge, no such actions, suits, proceedings, audits or investigations are threatened or contemplated
by any Governmental Authority or threatened by others; and (i) there are no current or pending audits, investigations, actions,
suits or proceedings by or before any Governmental Authority that are required under the Securities Act to be described in the Prospectus
that are not so described; and (ii) there are no contracts or other documents that are required under the Securities Act to be filed
as exhibits to the Registration Statement that are not so filed.
(z)
Regulatory Filings. Except as disclosed in the Registration Statement and the Prospectus, neither the Company nor any of
its Subsidiaries has failed to file with the applicable Governmental Authorities any required filing, declaration, listing, registration,
report or submission, except for such failures that, individually or in the aggregate, would not reasonably be expected to have a Material
Adverse Effect; except as disclosed in the Registration Statement and the Prospectus, all such filings, declarations, listings, registrations,
reports or submissions were in compliance with applicable laws when filed and no deficiencies have been asserted by any applicable regulatory
authority with respect to any such filings, declarations, listings, registrations, reports or submissions, except for any deficiencies
that, individually or in the aggregate, would not have a Material Adverse Effect.
(aa) Intellectual
Property. Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries own, or have
obtained valid and enforceable licenses for, or otherwise has the rights to use, all foreign and domestic patents, patent
applications, inventions, all rights, whether conveyed by operation of law or contract, to any and all inventions made by an
employee working in the scope of his or her employment, trademarks, service marks, trade names, corporate names, trademark
registrations, trademark applications, service mark registrations, logos, trade dress, designs, data, database rights, Internet
domain names, websites, web content, copyrights, moral rights, works of authorship, licenses, technology, proprietary information
and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or
procedures), and all other worldwide intellectual property and proprietary rights, including registrations and applications for
registration thereof (including all rights pertaining to the foregoing anywhere in the world, including rights arising under
international treaties and conventions), and all common law rights to intellectual property and associated goodwill (collectively,
the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted
except to the extent that the failure to own, possess, license or otherwise hold adequate rights to use such Intellectual Property
would not, individually or in the aggregate, have a Material Adverse Effect. Where the Company and its Subsidiaries owns the
Intellectual Property (the “Owned Intellectual Property”), the Owned Intellectual Property is owned by the
Company or its Subsidiaries as sole and exclusive owner with good, valid and marketable title thereto, free and clear of all
encumbrances. Where the Company or its Subsidiaries license the Intellectual Property (the “Licensed Intellectual
Property”), to the knowledge of the Company, the Company or its Subsidiaries have valid and enforceable licenses to use
any the Licensed Intellectual Property used by it in connection with, and as required for business of the Company and its
Subsidiaries. No licenses have been granted by the Company or its Subsidiaries for the Owned Intellectual Property, except as
described in the Registration Statement and the Prospectus.
(bb) No
Pending Action. Except as disclosed in the Registration Statement and the Prospectus (i) there are no rights of third parties to
any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement
by third parties of any such Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action,
suit, proceeding or claim by others challenging the Company’s and its Subsidiaries’ rights in or to any such Intellectual
Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim;
(iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the
validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action,
suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright,
trade secret or other proprietary rights of others; (vi) to the Company’s knowledge, there is no third-party U.S. patent or published
U.S. patent application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135) has been commenced
against any patent or patent application described in the Prospectus as being owned by or licensed to the Company; and (vii) the Company
and its Subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the
Company or such Subsidiary, and all such agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above,
for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would not, individually
or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(cc) No
Material Defects. To the Company’s knowledge, there are no material defects in any of the patents or patent applications included
in the Intellectual Property. All registrations, filings and actions necessary to preserve the rights of the Company and its Subsidiaries
to its Owned Intellectual Property have been made or taken in accordance with the provisions of any applicable law, rule, regulation,
judgment, order or decree of any Governmental Authority and all such Owned Intellectual Property is valid and subsisting, in compliance
with any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Authority (including payment of filing,
examination and maintenance fees and proofs of use) and is not subject to any unpaid maintenance fees or taxes or actions.
(dd) Protection
of Intellectual Property. The Company and its Subsidiaries have taken all reasonable measures, in accordance with sound industry
practices, to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate nondisclosure,
confidentiality agreements and invention assignment agreements and invention assignments with their employees or service providers.
All employees and other developers of Owned Intellectual Property have executed written contracts with the Company or its
Subsidiaries which (i) protect the confidentiality of all Intellectual Property, (ii) effect the full and irrevocable assignment to
the Company and its Subsidiaries of all of the Intellectual Property conceived or reduced to practice by them for the Company or its
Subsidiaries; and (iii) provide that employees and developers have waived all their non-assignable rights (including moral rights)
in such Intellectual Property in favor of the Company and its Subsidiaries.
(ee) Duty of Candor and Good Faith. The duty of candor and good faith as required by the United States Patent and Trademark Office
during the prosecution of the United States patents and patent applications within the Intellectual Property have been complied with;
and in all foreign offices having similar requirements, all such requirements have been complied with. None of the Owned Intellectual
Property or technology (including information technology and outsourced arrangements) employed by the Company or its Subsidiaries has
been obtained or is being used by the Company or its Subsidiary in violation of any contractual obligation binding on the Company or its
Subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons.
(ff)
Trade Secrets. The Company and its Subsidiaries have taken reasonable and customary actions to protect their rights in and
prevent the unauthorized use and disclosure of trade secrets and confidential business information (including confidential source code,
ideas, research and development information, know-how, formulas, compositions, technical data, designs, drawings, specifications, research
records, records of inventions, test information, financial, marketing and business data, customer and supplier lists and information,
pricing and cost information, business and marketing plans and proposals) owned by the Company and its Subsidiaries, and, there has been
no unauthorized use or disclosure of the trade secrets or confidential business information.
(gg)
IT Assets. Except as could not reasonably be expected to have a Material Adverse Effect, (i) the computers, software, servers,
networks, data communications lines, and other information technology systems owned, licensed, leased or otherwise used by the Company
or its Subsidiaries (excluding any public networks) (collectively, the “IT Assets”) operate and perform as is necessary
for the operation of the business of the Company and its Subsidiaries as currently conducted and as proposed to be conducted as described
in the Registration Statement and the Prospectus, and (ii) to the knowledge of the Company, such IT Assets are not infected by viruses,
disabling code or other harmful code.
(hh) Cybersecurity.
Except as may be included or incorporated by reference in the Registration Statement and the Prospectus, (x) to the Company’s
knowledge, there has been no material security breach or other material compromise of or relating to any of the Company’s
information technology and computer systems, networks, hardware, software, data (including the data of their respective customers,
employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively,
“IT Systems and Data”) and none that would result in a legal or contractual obligation of the Company to
notify any other person about such occurrence; and (y) the Company has not been notified of, and has no knowledge of any event or
condition that would reasonably be expected to result in, any material security breach or other material compromise to their IT
Systems and Data; (ii) the Company and the 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 Data and to the protection of such IT Systems and
Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, have a
Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards
to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of
all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup and disaster recovery technology
consistent with commercially reasonable industry standards and practices.
(ii)
Exchange Act Reports. The Company has filed in a timely manner all reports required to be filed pursuant to Sections 13(a),
13(e), 14 and 15(d) of the Exchange Act (the “Exchange Act Reports”) during the preceding twelve (12) months (except
to the extent that Section 15(d) requires reports to be filed pursuant to Sections 13(d) and 13(g) of the Exchange Act, which shall be
governed by the next clause of this sentence); and the Company has filed in a timely manner all reports required to be filed pursuant
to Sections 13(d) and 13(g) of the Exchange Act since February 23, 2021, except where the failure to timely file could not reasonably
be expected, individually or in the aggregate, to have a Material Adverse Effect.
(jj)
Minute Books. The minute books of the Company and each Subsidiary have been made available to the Agent and counsel for
the Agent, and such books (i) contain a complete summary of all meetings and actions of the Board (including each committee of the Board)
and shareholders of the Company (or analogous governing bodies and interest holders, as applicable), and each of its Subsidiaries since
the time of its respective incorporation or organization through the date of the latest meeting and action, and (ii) accurately in all
material respects reflect all transactions referred to in such minutes. There are no material transactions, agreements, dispositions,
or other actions of the Company and each Subsidiary that are not properly approved and/or accurately and fairly recorded in the minute
books of the Company or its Subsidiary, as applicable.
(kk)
Market Capitalization. At the time the Registration Statement was originally declared effective, and at the time the Company’s
most recent Annual Report on Form 20-F was filed with the Commission, the Company met or will meet the then applicable requirements for
the use of Form F-3 under the Securities Act, including, but not limited to, General Instruction I.B.5 of Form F-3. The Company is not
a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously
and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in Instruction I.B.5 of Form
F-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.
(ll)
No Material Defaults. Neither the Company nor any of the Subsidiaries has defaulted on any installment on indebtedness for
borrowed money or on any rental on one or more long-term leases or any dividend, which defaults, individually or in the aggregate, would
reasonably be expected to have a Material Adverse Effect. The Company has not filed a report pursuant to Section 13(a) or 15(d) of the
Exchange Act since the filing of its last Annual Report on Form 20-F, indicating that it (i) has failed to pay any dividend or sinking
fund installment on preferred stock or (ii) has defaulted on any installment on indebtedness for borrowed money or on any rental
on one or more long-term leases, which defaults, individually or in the aggregate, would reasonably be expected to have a Material Adverse
Effect.
(mm) Certain
Market Activities. Neither the Company, nor any of the Subsidiaries, nor to the Company’s knowledge, any of their
respective directors, officers or controlling persons has taken, directly or indirectly, any action designed, or that has
constituted or would reasonably be expected to cause or result in, under the Exchange Act or otherwise, the stabilization or
manipulation of the price of any security of the Company to facilitate the sale or resale of the Placement Shares.
(nn)
Broker/Dealer Relationships. Neither the Company nor any of the Subsidiaries (i) is required to register as a “broker”
or “dealer” in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or more
intermediaries, controls or is a “person associated with a member” or “associated person of a member” (within
the meaning set forth in the FINRA Manual).
(oo)
No Reliance. The Company has not relied upon the Agent or legal counsel for the Agent for any legal, tax or accounting advice
in connection with the offering and sale of the Placement Shares.
(pp)
Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with
taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof. Each of the Company and its
Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all taxes imposed on
or assessed against the Company or such respective Subsidiary. The provisions for taxes payable, if any, shown on the financial statements
filed with or as part of the Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for
all periods to and including the dates of such consolidated financial statements. Except as disclosed in writing to the Agent, (i) no
issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns or taxes asserted as
due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes
have been given by or requested from the Company or its Subsidiaries. The term “taxes” means all federal, state, local,
foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service,
service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties,
or other taxes, fees, assessments, or charges of any kind whatever, together with any interest and any penalties, additions to tax, or
additional amounts with respect thereto. The term “returns” means all returns, declarations, reports, statements, and
other documents required to be filed in respect to taxes.
(qq) Compliance
with Laws. The Company: (i) is and at all times has been in compliance with all statutes, rules, or regulations applicable to
the ownership, testing, development, manufacture, packaging, processing, use, distribution, marketing, labeling, promotion, sale,
offer for sale, storage, import, export, storage, or disposal of any product manufactured or distributed by the Company
(“Applicable Laws”), except as could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect; (ii) has not received any notice of adverse finding, warning letter, untitled letter, or other
correspondence or notice from any Governmental Authority alleging or asserting noncompliance with any Applicable Laws or any
licenses, certificates, approvals, clearances, authorizations, permits, and supplements or amendments thereto required by any such
Applicable Laws (“Authorizations”); (iii) possesses all material Authorizations and such Authorizations are
valid and in full force and effect and are not in material violation of any term of any such Authorizations; (iv) has not received
notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration, or other action from any
Governmental Authority or third party alleging that any product operation or activity conducted by the Company is in violation of
any Applicable Laws or Authorizations and has no knowledge that any such Governmental Authority or third party is considering any
such claim, litigation, arbitration, action, suit, investigation, or proceeding; (v) has not received notice that any Governmental
Authority has taken, is taking or intends to take action to limit, suspend, modify, or revoke any Authorizations and has no
knowledge that any such Governmental Authority is considering such action; (vi) has filed, obtained, maintained, or submitted all
material reports, documents, forms, notices, applications, records, claims, submissions, and supplements or amendments as required
by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims,
submissions, and supplements or amendments were complete and correct in all material respects on the date filed (or were corrected
or supplemented by a subsequent submission); and (vii) has not, either voluntarily or involuntarily, initiated, conducted, or issued
or caused to be initiated, conducted or issued, any recall, market withdrawal or replacement, safety alert, post-sale warning, or
other notice or action relating to the alleged lack of safety or efficacy of any product or any alleged product defect or violation
and, to the Company’s knowledge, no third party has initiated, conducted or intends to initiate any such notice or action.
(rr) Application
of Takeover Provisions. The Company and the Board have taken all necessary action, if any, in order to render inapplicable any control
share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover
provision under the Company’s constating documents or the laws of its jurisdiction of incorporation that is or could become applicable
as a result of the Agent and the Company fulfilling their obligations or exercising their rights under this Agreement.
(ss) Title
to Real and Personal Property. Except as set forth in the Registration Statement or the Prospectus, the Company and its
Subsidiaries have good and marketable title in fee simple to all items of real property owned by them and good and valid title to
all personal property described in the Registration Statement or Prospectus as being owned by them that are material to the business
of the Company or such Subsidiary, in each case free and clear of all liens, encumbrances and claims, except those matters that (i)
do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or
(ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Any real or personal
property described in the Registration Statement or Prospectus as being leased by the Company and any of its Subsidiaries is held by
them under valid, existing and enforceable leases, except those that (A) do not materially interfere with the use made or proposed
to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in
the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its Subsidiaries complies with all
applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws
relating to access to such properties), except if and to the extent disclosed in the Registration Statement or Prospectus or except
for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material
respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material
Adverse Effect. None of the Company or its subsidiaries has received from any Governmental Authorities any notice of any
condemnation of, or zoning change affecting, the properties of the Company and its Subsidiaries, and the Company knows of no such
condemnation or zoning change which is threatened, except for such that would not reasonably be expected to interfere in any
material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a
Material Adverse Effect, individually or in the aggregate.
(tt)
Environmental Laws. Except as disclosed in the Registration Statement and the Prospectus and except as would not, singly
or in the aggregate, be reasonably expected to result in a Material Adverse Effect, (A) none of the Company, any of the Subsidiaries nor
any of the properties of the Company is in violation of any Environmental Laws (as defined below), (B) the Company, the Subsidiaries and
the properties of the Company have all permits, authorizations and approvals required under any applicable Environmental Laws and are
each in compliance with their requirements, (C) there are no pending or, to the Company’s knowledge, threatened administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or
proceedings relating to any Environmental Law or Hazardous Material (as defined below) against the Company or any of the Subsidiaries
or otherwise with regard to the properties of the Company, (D) there are no events or circumstances that would reasonably be expected
to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body
or agency, against or affecting the properties of the Company, the Company or any of the Subsidiaries relating to Hazardous Materials
or any Environmental Laws and (E) none of the properties of the Company is included or proposed for inclusion on the National Priorities
List issued pursuant to CERCLA (as defined below) by the United States Environmental Protection Agency or on any similar list or inventory
issued by any other federal, state or local governmental authority having or claiming jurisdiction over such properties pursuant to any
other Environmental Laws. As used herein, “Hazardous Material” shall mean any flammable explosives, radioactive materials,
chemicals, pollutants, contaminants, wastes, hazardous wastes, toxic substances, mold, and any hazardous material as defined by or regulated
under any Environmental Law, including, without limitation, petroleum or petroleum products, and asbestos-containing materials. As used
herein, “Environmental Law” shall mean any applicable foreign, federal, state or local law (including statute or common
law), ordinance, rule, regulation or judicial or administrative order, consent decree or judgment relating to the protection of human
health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or
wildlife, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended,
42 U.S.C. Secs. 9601-9675 (“CERCLA”), the Hazardous Materials Transportation Act, as amended, 49 U.S.C. Secs. 5101-5127,
the Solid Waste Disposal Act, as amended, 42 U.S.C. Secs. 6901-6992k, the Emergency Planning and Community Right-to-Know Act of 1986,
42 U.S.C. Secs. 11001-11050, the Toxic Substances Control Act, 15 U.S.C. Secs. 2601-2692, the Federal Insecticide, Fungicide and Rodenticide
Act, 7 U.S.C. Secs. 136-136y, the Clean Air Act, 42 U.S.C. Secs. 7401-7671q, the Clean Water Act (Federal Water Pollution Control Act),
33 U.S.C. Secs. 1251-1387, and the Safe Drinking Water Act, 42 U.S.C. Secs. 300f-300j-26, as any of the above statutes may be amended
from time to time, and the regulations promulgated pursuant to any of the foregoing.
(uu) Periodic
Review. In the ordinary course of business, the Company and its Subsidiaries conduct periodic reviews of the effect of
Environmental Laws on their business and assets, in the course of which they identify and evaluate associated costs and liabilities
(including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance
with Environmental Laws or governmental permits issued thereunder, any related constraints on operating activities and any potential
liabilities to third parties). On the basis of such reviews, the Company and its Subsidiaries have reasonably concluded that such
associated costs and liabilities would not have, singularly or in the aggregate, a Material Adverse Effect.
(vv)
Compliance with FTC, U.S. Department of Health and Human Services. There is no complaint to or audit, proceeding, investigation
(formal or informal) or claim currently pending against the Company or its Subsidiaries, or to the knowledge of the Company, any of its
customers (specific to the customer’s use of the products or services of the Company) by the Federal Trade Commission, the U.S.
Department of Health and Human Services and any office contained therein (“HHS”), or any similar authority in any jurisdiction
other than the United States or any other Governmental Authority, or by any person in respect of the collection, use or disclosure of
personal data by the Company or its Subsidiaries, and, to the knowledge of the Company, no such complaint, audit, proceeding, investigation
or claim is threatened.
(ww)
Export and Import Laws. The Company and, to the Company’s knowledge, each of its affiliates, and any director, officer,
agent or employee of, or other person associated with or acting on behalf of the Company, has acted at all times in compliance in all
material respects with applicable Export and Import Laws (as defined below) and there are no claims, complaints, charges, investigations
or proceedings pending or expected or, to the knowledge of the Company, threatened between the Company or any of its Subsidiaries and
any governmental authority under any Export or Import Laws. The term “Export and Import Laws” means the Arms Export Control
Act, the International Traffic in Arms Regulations, the Export Administration Act of 1979, as amended, the Export Administration Regulations,
and all other laws and regulations of the United States government regulating the provision of services to non-U.S. parties or the export
and import of articles or information from and to the United States of America, and all similar laws and regulations of any foreign government
regulating the provision of services to parties not of the foreign country or the export and import of articles and information from and
to the foreign country to parties not of the foreign country.
(xx) Accounting
Controls. The Company and its Subsidiaries maintain systems of “internal control over financial reporting” (as
defined under Rules 13a-15 and 15d-15 under the Exchange Act Regulations) that comply with the requirements of the Exchange Act and
have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or
persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with IFRS, including, but not limited to, internal
accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with
management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of
financial statements in conformity with IFRS and to maintain asset accountability; (iii) access to assets is permitted only in
accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The
Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in
its internal control over financial reporting (other than as set forth in the Prospectus). The Auditors and the audit committee of
the Board have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal
controls over financial reporting which are known to the Company’s management and that have adversely affected or are
reasonably likely to adversely affect the Company’s ability to record, process, summarize, and report financial information;
and (ii) any fraud known to the Company’s management, whether or not material, that involves management or other employees who
have a significant role in the Company’s internal controls over financial reporting. Except as set forth in the Prospectus,
since the date of the latest audited financial statements of the Company included in the Prospectus, there has been no change in the
Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially
affect, the Company’s internal control over financial reporting (other than as set forth in the Prospectus).
(yy)
Evaluation of Controls. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules
13a-15 and 15d-15) for the Company and designed such disclosure controls and procedures to ensure that material information relating
to the Company and each of its Subsidiaries is made known to the certifying officers by others within those entities, particularly during
the period in which the Company’s Annual Report on Form 20-F, is being prepared. The Company’s certifying officers have evaluated
the effectiveness of the Company’s disclosure controls and procedures as of a date within 90 days prior to the filing date of the
Form 20-F for the fiscal year most recently ended (such date, the “Evaluation Date”). The Company presented
in its Form 20-F for the fiscal year most recently ended the conclusions of the certifying officers about the effectiveness of the disclosure
controls and procedures based on their evaluations as of the Evaluation Date and the disclosure controls and procedures are effective.
Since the Evaluation Date, there have been no significant changes in the Company’s internal controls (as such term is defined in
Item 307(b) of Regulation S-K under the Securities Act) or, to the Company’s knowledge, in other factors that could significantly
affect the Company’s internal controls.
(zz)
Sarbanes-Oxley. The Company is, and as of each Applicable Time will be, in material compliance with the provisions of the
Sarbanes-Oxley Act applicable to it, and has implemented or will implement such programs and taken reasonable steps to ensure the Company’s
future compliance (not later than the relevant statutory and regulatory deadlines therefor) with all of the material provisions of the
Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or, to the Company’s knowledge, any of the Company’s
directors or officers, in their capacities as such, to comply in all material respects with any applicable provisions of the Sarbanes-Oxley
Act and the rules and regulations promulgated thereunder. Each of the principal executive officer and the principal financial officer
of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company as
applicable) has made all certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act with respect to all reports, schedules,
forms, statements and other documents required to be filed by it or furnished by it to the Commission. For purposes of the preceding sentence,
“principal executive officer” and “principal financial officer” shall have the meanings given to such terms in
the Sarbanes-Oxley Act.
(aaa)
Finder’s Fees. Neither the Company nor any of the Subsidiaries has incurred any liability for any finder’s fees,
brokerage commissions or similar payments in connection with the transactions herein contemplated, except as may otherwise exist with
respect to Agent pursuant to this Agreement.
(bbb)
Payments Within Twelve (12) Months. Except as described in the Registration Statement and the Prospectus, the Company has
not made any direct or indirect payments (in cash, securities, or otherwise) to: (i) any person, as a finder’s fee, consulting fee,
or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided
capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirect affiliation or association
with any FINRA member, within the twelve (12) months prior to the date of this Agreement, other than the payment to the Agent as provided
hereunder in connection with the Placement Shares, a payment to the Agent in connection with an offering of September 16, 2024 and a payment
to Joseph Gunnar & Co., LLC in connection with an offering of December 13, 2023.
(ccc)
Use of Proceeds. None of the Net Proceeds of the sale of the Placement Shares will be paid by the Company to any participating
FINRA member or its affiliates, except as specifically authorized herein.
(ddd)
FINRA Affiliation. There is no (i) officer or director of the Company, (ii) beneficial owner of five percent (5%) or more
of any class of the Company’s securities or (iii) to the Company’s knowledge, beneficial owner of the Company’s unregistered
equity securities which were acquired during the 180-day period immediately preceding the filing of the Registration Statement that is
an affiliate or associated person of a FINRA member participating in the offering of the Placement Shares (as determined in accordance
with the rules and regulations of FINRA). The Company (i) does not have any material lending or other relationship with any bank or lending
affiliate of the Placement Agent and (ii) does not intend to use any of the proceeds from the sale of the Placement Shares to repay any
outstanding debt owed to any affiliate of the Agent.
(eee)
Information. All information provided by the Company in its and, to the Company’s knowledge, all information provided
in the Company’s officers’ and directors’ FINRA questionnaires to counsel for the Agent specifically for use by counsel
for the Agent in connection with its Public Offering System filings (and related disclosure) with FINRA is true, correct, and complete
in all material respects.
(fff)
Labor Disputes. No labor dispute with the employees of the Company or any of its Subsidiaries exists or, to the knowledge
of the Company, is imminent. To the knowledge of the Company, no director, officer, consultant, employee or former employee of the Company
or its Subsidiaries is in or has been in violation of any material term of any employment contract, patent disclosure agreement, invention
assignment agreement, non-competition agreement, non-solicitation agreement, proprietary information agreement, nondisclosure agreement
or any other contract or agreement, or any restrictive covenant in favor of any third party, where the basis of such violation relates
to such individual’s employment with the Company or its Subsidiaries, and the continued employment of each such director, officer,
consultant or employee does not subject the Company to any liability with respect to any of the foregoing matters.
(ggg) Employment
Benefit Laws. The Company is not in violation of or has not received notice of any violation with respect to any federal, state,
provincial or foreign law relating to discrimination in the hiring, promotion or pay of employees, nor any applicable federal,
state, provincial or foreign wages and hours law, nor any state law precluding the denial of credit due to the neighborhood in which
a property is situated, the violation of any of which could reasonably be expected to have a Material Adverse Effect.
(hhh)
ERISA. The Company and any “employee benefit plan” (as defined under the Employee Retirement Income Security
Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”))
established or maintained by the Company or its “ERISA Affiliates” (as defined below) are in compliance in all material respects
with ERISA. “ERISA Affiliate” means, with respect to the Company, any member of any group of organizations described
in Sections 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations
thereunder (the “Code”) of which the Company is a member. No “reportable event” (as defined under
ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained
by the Company or any of its ERISA Affiliates. No “employee benefit plan” established or maintained by the Company or any
of its ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit
liabilities” (as defined under ERISA). Neither the Company nor any of its ERISA Affiliates has incurred or reasonably expects to
incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit
plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee benefit plan” established or maintained
by the Company or any of its ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and, to
the knowledge of the Company, nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification.
(iii)
Investment Company Act. Neither the Company nor any of the Subsidiaries is or, after giving effect to the offering and sale
of the Placement Shares, will be an “investment company” or an entity “controlled” by an “investment company,”
as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).
(jjj)
Money Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance
with applicable financial record keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as
amended, the money laundering statutes of all jurisdictions to which the Company or its Subsidiaries are subject, the rules and regulations
thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority
(collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any Governmental
Authority involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of
the Company, threatened.
(kkk)
Off-Balance Sheet Arrangements. There are no transactions, arrangements, or other relationships between and/or among the
Company, any of its affiliates (as such term is defined in Rule 405 of the Securities Act Regulations) and any unconsolidated entity,
including, but not limited to, any structured finance, special purpose, or limited purpose entity that could reasonably be expected to
materially affect the Company’s or any of its Subsidiaries’ liquidity or the availability of or requirements for their capital
resources which have not been described or incorporated by reference in the Registration Statement and the Prospectus as required.
(lll) Underwriter
Agreements. The Company is not a party to any agreement with an agent or underwriter for any other “at the market” or
continuous equity transaction.
(mmm) Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act) (a “Forward-Looking Statement”) contained in the Registration Statement and the Prospectus
has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.
(nnn)
Agent Purchases. The Company acknowledges and agrees that Agent has informed the Company that the Agent may, to the extent
permitted under the Securities Act and the Exchange Act, purchase and sell Common Shares for its own account while this Agreement is in
effect, provided, that the Company shall not be deemed to have authorized or consented to any such purchases or sales by the Agent.
(ooo)
Margin Securities. The Company owns no “margin securities” as that term is defined in Regulation U of the Board
of Governors of the Federal Reserve System (the “Federal Reserve Board”), and none of the proceeds from the sale of
the Placement Shares will be used, directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose
of reducing or retiring any indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose
which might cause any of the Common Shares to be considered a “purpose credit” within the meanings of Regulation T, U, or
X of the Federal Reserve Board.
(ppp)
Insurance. (i) The Company carries or is entitled to the benefits of insurance, with reputable insurers, in such amounts
and covering such risks which the Company believes are adequate, including, but not limited to, directors and officers insurance coverage
at least equal to US$5,000,000, and all such insurance is in full force and effect. The Company has no reason to believe that it will
not be able (A) to renew its existing insurance coverage as and when such policies expire or (B) to obtain comparable coverage from similar
institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material
Adverse Effect.
(ii) All policies, binders,
slips, certificates, and other agreements of insurance, in effect as of the date hereof (including all applications, supplements, endorsements,
riders and ancillary agreements in connection therewith) that are issued by the Company and any of its Subsidiaries and any and all marketing
materials, agents agreements, brokers agreements or managing general agents agreements are, to the extent required under applicable requirements
of law, on forms approved by applicable insurance regulatory authorities or which have been filed and not objected to by such authorities
within the period provided for objection, and such forms comply in all material respects with the requirements of law applicable thereto
and, as to premium rates established by the Company and its Subsidiaries that are required to be filed with or approved by insurance regulatory
authorities, the rates have been so filed or approved, the premiums charged conform thereto in all material respects, and such premiums
comply in all material respects with the requirements of law applicable thereto.
(iii) The Company and its
Subsidiaries are in compliance with all applicable solvency and risk-based capital ratios.
(qqq)
No Improper Practices. (i) Neither the Company nor the Subsidiaries, nor to the Company’s knowledge, any director,
officer, or employee of the Company or any Subsidiary nor, to the Company’s knowledge, any agent, affiliate, or other person acting
on behalf of the Company or any Subsidiary has, in the past five years, made any unlawful contributions to any candidate for any political
office (or failed fully to disclose any contribution in violation of applicable law) or made any contribution or other payment to any
official of, or candidate for, any federal, state, municipal, or foreign office or other person charged with similar public or quasi-public
duty in violation of any applicable law or of the character required to be disclosed in the Prospectus; (ii) no relationship, direct
or indirect, exists between or among the Company or any Subsidiary or, to the Company’s knowledge, any affiliate of any of them,
on the one hand, and the directors, officers and shareholders of the Company or any Subsidiary, on the other hand, that is required by
the Securities Act to be described in the Registration Statement and the Prospectus that is not so described; (iii) no relationship,
direct or indirect, exists between or among the Company or any Subsidiary or, to the Company’s knowledge, any affiliate of them,
on the one hand, and the directors, officers, or shareholders of the Company or any Subsidiary, on the other hand, that is required by
the rules of FINRA to be described in the Registration Statement and the Prospectus that is not so described; (iv) except as described
in the Registration Statement and the Prospectus, there are no material outstanding loans or advances (except normal advances for business
expenses in the ordinary course of business) or material guarantees of indebtedness by the Company or any Subsidiary to or, to the Company’s
knowledge, for the benefit of any of their respective officers or directors or any of the members of the families of any of them; (v)
the Company has not offered, or caused any placement agent to offer, Common Shares to any person with the intent to influence unlawfully
(A) a customer or supplier of the Company or any Subsidiary to alter the customer’s or supplier’s level or type of business
with the Company or any Subsidiary or (B) a trade journalist or publication to write or publish favorable information about the Company
or any Subsidiary or any of their respective products or services, and (vi) neither the Company nor any Subsidiary nor any director, officer,
or employee of the Company or any Subsidiary nor, to the Company’s knowledge, any agent, affiliate, or other person acting on behalf
of the Company or any Subsidiary has (A) violated or is in violation of any applicable provision of the FCPA (as defined below) or any
other applicable anti-bribery or anti-corruption law (collectively, “Anti-Corruption Laws”), (B) promised, offered,
provided, attempted to provide, or authorized the provision of anything of value, directly or indirectly, to any person for the purpose
of obtaining or retaining business, influencing any act or decision of the recipient, or securing any improper advantage; or (C) made
any payment of funds of the Company or any Subsidiary or received or retained any funds in violation of any Anti-Corruption Laws.
(rrr) Foreign
Corrupt Practices Act. None of the Company and any of its Subsidiaries or, to the Company’s knowledge, any director,
officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and
its Subsidiaries, has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price
concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier,
or official or employee of any governmental agency or instrumentality of any government (domestic or foreign) or any political party
or candidate for office (domestic or foreign) or other person who was, is, or may be in a position to help or hinder the business of
the Company (or assist it in connection with any actual or proposed transaction) that (i) might subject the Company to any damage or
penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, might have had a Material
Adverse Effect or (iii) if not continued in the future, might adversely affect the assets, business, operations or prospects of the
Company. The Company has taken reasonable steps to ensure that its accounting controls and procedures are sufficient to cause the
Company to comply in all material respects with the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations
thereunder (collectively, the “FCPA”) or employee; (iv) violated or is in violation of any provision of
the FCPA or any applicable non-U.S. anti-bribery statute or regulation; (v) made any bribe, rebate, payoff, influence payment,
kickback or other unlawful payment; or (vi) received notice of any investigation, proceeding or inquiry by any Governmental
Authority regarding any of the matters in clauses (i)-(v) above; and the Company and, to the knowledge of the Company, the
Company’s affiliates have conducted their respective businesses in compliance with the FCPA and have instituted and maintain
policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance
therewith.
(sss)
Integration. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly
or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause
the Placement Shares to be integrated with prior offerings by the Company for purposes of the Securities Act that would require the registration
of any such securities under the Securities Act
(ttt)
Status Under the Securities Act. The Company was not and is not an ineligible issuer as defined in Rule 405 under the Securities
Act at the times specified in Rules 164 and 433 under the Securities Act in connection with the offering of the Placement Shares.
(uuu)
No Misstatement or Omission in an Issuer Free Writing Prospectus. Each Issuer Free Writing Prospectus, as of its issue date
and as of each Applicable Time (as defined in Section 23 below), did not, does not and will not include any information that conflicted,
conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any incorporated
document deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in
or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by
the Agent specifically for use therein.
(vvv)
No Conflicts. Neither the execution of this Agreement, nor the issuance, offering or sale of the Placement Shares, nor the
consummation of any of the transactions contemplated herein and therein, nor the compliance by the Company with the terms and provisions
hereof and thereof will conflict with, or will result in a breach of, any of the terms and provisions of, or has constituted or will constitute
a default under, or has resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any property
or assets of the Company pursuant to the terms of any contract or other agreement to which the Company may be bound or to which any of
the property or assets of the Company is subject, except (i) such conflicts, breaches or defaults as may have been waived and (ii) such
conflicts, breaches and defaults that would not reasonably be expected to have a Material Adverse Effect; nor will such action result
(x) in any violation of the provisions of the organizational or governing documents of the Company, or (y) in any material violation of
the provisions of any statute or any order, rule or regulation applicable to the Company or of any Governmental Authority having jurisdiction
over the Company.
(www)
Compliance with OFAC. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer,
agent, employee or affiliate of the Company and its Subsidiary or any other person acting on behalf of the Company and its Subsidiary,
is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury
(“OFAC”), and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend,
contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose
of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.
(xxx)
Stock Transfer Taxes. On each Settlement Date, all stock transfer or other taxes (other than income taxes) which are required
to be paid in connection with the sale and transfer of the Placement Shares to be sold hereunder will be, or will have been, fully paid
or provided for by the Company and all laws imposing such taxes will be or will have been fully complied with in all material respects.
(yyy)
Statistical and Market-Related Data. The statistical, demographic and market-related data included in the Registration
Statement and Prospectus are based on or derived from sources that the Company believes to be reliable and accurate or represent the Company’s
good faith estimates that are made on the basis of data derived from such sources.
(zzz)
Foreign Private Issuer. The Company is a “foreign private issuer” within the meaning of Rule 405 under the
Securities Act.
(aaaa)
Emerging Growth Company. The Company is, and has been since its initial public offering, an “emerging growth company”,
as defined in Section 2(a) of the Securities Act.
(bbbb)
Passive Foreign Investment Company Status. Based on the Company’s gross income and gross assets and the nature
of the Company’s business, the Company was not a Passive Foreign Investment Company within the meaning of Section 1297 of the Code
for the taxable year ended August 31, 2024.
(cccc)
Additional representations related to Canadian legal matters.
(i)
The Company is a reporting issuer in the Province of Quebec and is not included on a list of defaulting reporting issuers maintained
by the securities regulators of such jurisdiction. All information filed by or on behalf of the Company since October 1, 2021 with the
Canadian Securities Commissions (as defined below), and available for public viewing on SEDAR+, is collectively referred to herein as
the “Canadian Public Disclosure Documents”.
(ii) Subject
to conducting the offering of Placement Shares as provided for in the section titled “Manner of Distribution” in the
Prospectus, the Company is not required to file a prospectus with the securities commissions or other securities regulatory
authorities in Canada (the “Canadian Securities Commissions”) pursuant to National Instrument 41-101
– General Prospectus Requirement (“NI 41-101”) and the respective rules and regulations made
thereunder, together with applicable published national, multilateral and local instruments, policy statements, notices, blanket
rulings and orders of the Canadian Securities Commissions, and all discretionary rulings and orders applicable to the Company, if
any, of the Canadian Securities Commissions (collectively, “Canadian Securities Laws”) with respect to the
offer and sale of the Placement Shares.
(iii)
The Company is in compliance in all material respects with its timely and continuous disclosure obligations under all applicable
Canadian Securities Laws and the Company is not in default of its filings under, nor has it failed to file or publish any document required
to be filed or published under all applicable Canadian Securities Laws and, without limiting the generality of the foregoing, there has
not occurred any Material Adverse Effect since the respective dates as of which information is given in the Canadian Public Disclosure
Documents which has not been publicly disclosed on a non-confidential basis and the Company has not filed any confidential material change
reports since the date of such statements which remain confidential as at the date hereof.
(iv)
The Canadian Public Disclosure Documents contain no untrue statement of a material fact as at the dates thereof nor do they omit
to state a material fact which, at the date thereof, was required to have been stated or was necessary to prevent a statement that was
made from being false or misleading in the circumstances in which it was made and were prepared in accordance with and comply with Canadian
Securities Laws.
(v)
There are no reports or information that, in accordance with the requirements of the Canadian Securities Commissions or applicable
Canadian Securities Laws, must be made publicly available in connection with the offering of the Placement Shares that have not been made
publicly available, as required. There are no documents required to be filed with the Canadian Securities Commissions as of the date hereof
in connection with the offering of the Placement Shares that have not been filed as required, other than the filing of the Registration
Statement and any post-closing filings required to be made by the Company pursuant to the Canadian Securities Laws
(vi)
Assuming that the Agent does not maintain a permanent establishment in Canada, is not otherwise subject to taxation in Canada,
or is exempt therefrom, the issuance, delivery and sale of the Placement Shares to be sold hereunder are not subject to any tax imposed
by Canada or any political subdivision thereof.
(vii)
Without limiting the generality of the foregoing, the Company is in compliance in all material respects with the labor and employment
laws and collective bargaining agreements and extension orders applicable to employees in Canada.
(viii)
The Company has not engaged in any form of solicitation, advertising or any other action constituting an offer under Canadian Securities
Laws in connection with the transactions contemplated hereby which would require the Company to file a prospectus in Canada under Canadian
Securities Laws.
(ix)
The Company has duly designated Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808, as its authorized agent
to receive service of process as set forth in Section 18.
(x)
Subject to the conditions, exceptions and qualifications set forth in the Registration Statement, and the Prospectus, an application
to enforce, in Canada, a final and conclusive judgment against the Company for a definitive sum of money entered by any court in the United
States may be brought in Canada.
(xi)
Neither the Company nor any of its properties or assets has any immunity from the jurisdiction of any court or from any legal process
(whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) under the laws of Canada.
Any certificate signed by
an officer of the Company and delivered to the Agent or to counsel for the Agent pursuant to or in connection with this Agreement shall
be deemed to be a representation and warranty by the Company, as applicable, to the Agent as to the matters set forth therein.
7.
Covenants of the Company. The Company covenants and agrees with Agent that:
(a) Registration
Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement
Shares is required to be delivered by Agent under the Securities Act (including in circumstances where such requirement may be
satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify the Agent promptly of the
time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed
with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by
the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information,
(ii) the Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or
supplements to the Registration Statement or Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable
in connection with the distribution of the Placement Shares by the Agent (provided, however, that the failure of the
Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right
to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the
only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement
until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration
Statement or Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof
has been submitted to Agent within a reasonable period of time before the filing and the Agent has not objected thereto
(provided, however, that the failure of the Agent to make such objection shall not relieve the Company of any
obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the
Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure
by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agent
at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the
Registration Statement or Prospectus, except for those documents available via EDGAR; and (iv) the Company will cause each
amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule
424(b) of the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the
Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any
amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable opinion or
reasonable objections, shall be made exclusively by the Company).
(b)
Notice of Commission Stop Orders. The Company will advise the Agent, promptly after it receives notice or obtains knowledge
thereof, of the issuance or threatened issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement,
of the suspension of the qualification of the Placement Shares for offering or sale in any jurisdiction, or of the initiation or threatening
of any proceeding for any such purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop
order or to obtain its withdrawal if such a stop order should be issued. The Company will advise the Agent promptly after it receives
any request by the Commission for any amendments to the Registration Statement or any amendment or supplements to the Prospectus or any
Issuer Free Writing Prospectus or for additional information related to the offering of the Placement Shares or for additional information
related to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus.
(c)
Delivery of Prospectus; Subsequent Changes. During any period in which a Prospectus relating to the Placement Shares is
required to be delivered by the Agent under the Securities Act with respect to the offer and sale of the Placement Shares, (including
in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), the Company will
comply with all requirements imposed upon it by the Securities Act, as from time to time in force, and to file on or before their respective
due dates all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act. If the Company has omitted any information from
the Registration Statement pursuant to Rule 430B under the Securities Act, it will use its best efforts to comply with the provisions
of and make all requisite filings with the Commission pursuant to said Rule 430B and to notify the Agent promptly of all such filings.
If during such period any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement
of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing,
not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus to comply with
the Securities Act, the Company will promptly notify the Agent to suspend the offering of Placement Shares during such period and the
Company will promptly amend or supplement the Registration Statement or Prospectus (at the expense of the Company) so as to correct such
statement or omission or effect such compliance.
(d)
Listing of Placement Shares. Prior to the date of the first Placement Notice, the Company will use its reasonable best efforts
to cause the Placement Shares to be listed on the Exchange.
(e) Delivery
of Registration Statement and Prospectus. The Company will furnish to the Agent and its counsel (at the expense of the Company)
copies of the Registration Statement, the Prospectus (including all documents incorporated by reference therein) and all amendments
and supplements to the Registration Statement or Prospectus that are filed with the Commission during any period in which a
Prospectus relating to the Placement Shares is required to be delivered under the Securities Act (including all documents filed with
the Commission during such period that are deemed to be incorporated by reference therein), in each case as soon as reasonably
practicable and in such quantities as the Agent may from time to time reasonably request and, at the Agent’s request, will
also furnish copies of the Prospectus to each exchange or market on which sales of the Placement Shares may be made; provided, however,
that the Company shall not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document
is available on EDGAR.
(f)
Earning Statement. The Company will make generally available to its security holders as soon as practicable, but in any
event not later than 15 months after the end of the Company’s current fiscal quarter, an earning statement covering a 12-month period
that satisfies the provisions of Section 11(a) and Rule 158 of the Securities Act.
(g)
Use of Proceeds. The Company will use the Net Proceeds as described in the Prospectus in the section entitled “Use
of Proceeds.”
(h)
Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer
to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Placement Shares offered
pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire,
Common Shares during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement
Notice is delivered to Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement
Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended
prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly
or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any
option to sell or otherwise dispose of any Common Shares (other than the Placement Shares offered pursuant to this Agreement) or securities
convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination
of this Agreement; provided, however, that such restrictions will not be required in connection with the Company’s
issuance or sale of (i) Common Shares, options to purchase Common Shares or other equity awards or Common Shares issuable upon the
exercise of options, pursuant to any equity compensation plan, employee or director stock option or benefits plan, stock ownership plan,
employee stock purchase plan or dividend reinvestment plan (but not Common Shares subject to a waiver to exceed plan limits in its dividend
reinvestment plan) of the Company whether now in effect or hereafter implemented, (ii) Common Shares issuable upon conversion of
securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available
on EDGAR or otherwise in writing to the Agent and (iii) Common Shares or securities convertible into or exchangeable for Common Shares
as consideration for mergers, acquisitions, other business combinations or strategic alliances occurring after the date of this Agreement
which are not issued for capital raising purposes.
(i)
Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly
after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material
respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.
(j)
Due Diligence Cooperation. The Company will cooperate with any reasonable due diligence review conducted by the Agent or
its representatives in connection with the transactions contemplated hereby, including, without limitation, providing information and
making available documents and senior corporate officers, during regular business hours and at the Company’s principal offices,
as the Agent may reasonably request.
(k)
Required Filings Relating to Placement of Placement Shares. The Company shall disclose, in its annual report on Form 20-F
and its reports on Form 6-K when disclosing interim financial statements or results, as applicable, to be filed by the Company with the
Commission from time to time, the number of the Placement Shares sold through the Agent under this Agreement, and the Net Proceeds to
the Company from the sale of the Placement Shares pursuant to this Agreement during the relevant period or, in the case of an Annual Report
on Form 20-F, during the fiscal year covered by such Annual Report and the completed quarters since last such disclosure. The Company
agrees that on such dates as the Securities Act shall require, the Company will (i) file a prospectus supplement with the Commission
under the applicable paragraph of Rule 424(b) under the Securities Act (each and every filing date under Rule 424(b), a “Filing
Date”), which prospectus supplement will set forth, within the relevant period, the amount of Placement Shares sold through
the Agent, the Net Proceeds to the Company and the compensation payable by the Company to the Agent with respect to such Placement Shares,
and (ii) deliver such number of copies of each such prospectus supplement to each exchange or market on which such sales were effected
as may be required by the rules or regulations of such exchange or market.
(l)
Representation Dates; Certificate. Prior to the date of the first Placement Notice and each time the Company:
(i) files the Prospectus
relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities
other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective
amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus
relating to the Placement Shares;
(ii) files an annual
report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended financial information or a material amendment
to the previously filed Form 20-F); or
(iv) files a report
on Form 6-K containing financial information that is incorporated by reference into the Registration Statement and Prospectus, including
but not limited to interim financial information for the six-months ended December 31 (each date of filing of one or more of the documents
referred to in clauses (i) through (iii) shall be a “Representation Date”);
the Company shall furnish
the Agent with a certificate dated the Representation Date, in the form and substance satisfactory to the Agent and its counsel,
substantially similar to the form previously provided to the Agent and its counsel, modified, as necessary, to relate to the
Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section
7(l) shall be waived for any Representation Date occurring at a time a Suspension is in effect, which waiver shall continue
until the earlier to occur of the date the Company delivers instructions for the sale of Placement Shares hereunder (which for such
calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding the
foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when a Suspension was in
effect and did not provide the Agent with a certificate under this Section 7(l), then before the Company delivers the
instructions for the sale of Placement Shares or the Agent sells any Placement Shares pursuant to such instructions, the Company
shall provide the Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions
for the sale of Placement Shares are issued.
(m)
Legal Opinion. (i) Prior to the date of the first Placement Notice and (ii) within three (3) Trading Days of each Representation
Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(l) for which no waiver is applicable
and excluding the date of this Agreement, the Company shall cause to be furnished to the Agent:
(A) a written opinion
of Dentons Canada LLP, Canadian counsel to the Company (“Canadian Counsel”), addressed
to the Agent, in form and substance satisfactory to the Agent and its counsel;
(B)
a written opinion and negative assurance of Ortoli Rosenstadt LLP counsel to the Company (“U.S. Counsel”), addressed
to the Agent, in form and substance satisfactory to the Agent and its counsel;
(C) a written opinion
and negative assurance letter of Kennedy Lenart Spraggins LLP, special intellectual property counsel for the Company (“IP Counsel”),
addressed to the Agent, in form and substance satisfactory to the Agent and its counsel; and
of other counsel satisfactory
to the Agent, in form and substance satisfactory to Agent and its counsel, substantially similar to the form previously provided to the
Agent and its counsel, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented;
provided, however, the Company shall be required to furnish to Agent no more than one opinion hereunder per calendar quarter;
provided, further, that in lieu of such opinions for subsequent periodic filings under the Exchange Act, counsel may furnish
the Agent with a letter (a “Reliance Letter”) to the effect that the Agent may rely on a prior opinion delivered
under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion
shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).
(n) Comfort
Letter. (i) Prior to the date of the first Placement Notice and (ii) within five (5) Trading Days of each Representation Date
with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(l) for which no waiver is
applicable and including the date of this Agreement, the Company shall cause each of the Auditors to furnish the Agent letters (the
“Comfort Letters”), dated the date each Comfort Letter is delivered, which shall meet the requirements set
forth in this Section 7(n); provided, that if requested by the Agent, the Company shall cause the Comfort Letters to
be furnished to the Agent within ten (10) Trading Days of the date of occurrence of any material transaction or event, including the
restatement of the Company’s financial statements. The Comfort Letters from the Auditors shall be in a form and substance
satisfactory to the Agent, (A) confirming that each of the Auditors is an independent registered public accounting firm within the
meaning of the Securities Act and the PCAOB, (B) stating, as of such date, the conclusions and findings of such firm with respect to
the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters
in connection with registered public offerings (each of the first such letters, the “Initial Comfort
Letters”) and (C) updating the Initial Comfort Letters with any information that would have been included in the
Initial Comfort Letters had they been given on such date and modified as necessary to relate to the Registration Statement and the
Prospectus, as amended and supplemented to the date of such letter.
(o)
Market Activities. The Company will not, directly or indirectly, (i) take any action designed to cause or result in,
or that constitutes or would reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of Common Shares or (ii) sell, bid for, or purchase Common Shares in violation of Regulation
M, or pay anyone any compensation for soliciting purchases of the Placement Shares other than the Agent.
(p)
Investment Company Act. The Company will conduct its affairs in such a manner so as to reasonably ensure that neither it
nor any of its Subsidiaries will be or become, at any time prior to the termination of this Agreement, required to register as an “investment
company,” as such term is defined in the Investment Company Act.
(q)
No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity
as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity
as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities
Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares
hereunder.
(r) Blue
Sky and Other Qualifications. The Company will use its commercially reasonable efforts, in cooperation with the Agent, to
qualify the Placement Shares for offering and sale, or to obtain an exemption for the Placement Shares to be offered and sold, under
the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Agent may designate and to maintain
such qualifications and exemptions in effect for so long as required for the distribution of the Placement Shares (but in no event for
less than one year from the date of this Agreement); provided, however, that the Company shall not be obligated to file
any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in
which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise
so subject. In each jurisdiction in which the Placement Shares have been so qualified or exempt, the Company will file such statements
and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect
for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement).
(s) Sarbanes-Oxley
Act. The Company and the Subsidiaries will maintain and keep accurate books and records reflecting their assets and maintain internal
accounting controls in a manner designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with IFRS and including those policies and procedures that (i) pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets
of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of the Company’s
consolidated financial statements in accordance with IFRS, (iii) that receipts and expenditures of the Company are being made only
in accordance with management’s and the Company’s directors’ authorization, and (iv) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have
a material effect on its financial statements. The Company and the Subsidiaries will maintain such controls and other procedures, including,
without limitation, those required by Sections 302 and 906 of the Sarbanes-Oxley Act, and the applicable regulations thereunder that
are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange
Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, including,
without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports
that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal
executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure and to ensure that material information relating to the Company or the Subsidiaries is made known to them
by others within those entities, particularly during the period in which such periodic reports are being prepared.
(t) Secretary’s
Certificate; Further Documentation. Prior to the date of the first Placement Notice, the Company shall deliver to the Agent a certificate
of the Secretary of the Company (or, in the absence of a Secretary, the Chief Financial Officer or the Chief Executive Officer) and attested
to by an executive officer of the Company, dated as of such date, certifying as to (i) the Certificate of Incorporation of the Company,
(ii) the Bylaws of the Company, (iii) the resolutions of the Board authorizing the execution, delivery and performance of this Agreement
and the issuance of the Placement Shares and (iv) the incumbency of the officers duly authorized to execute this Agreement and the other
documents contemplated by this Agreement. Within five (5) Trading Days of each Representation Date, the Company shall have furnished
to the Agent such further information, certificates and documents as the Agent may reasonably request.
(u) Renewal of Registration Statement. If, immediately prior to the third anniversary
of the initial effective date of the Registration Statement (the “Renewal Date”), any of the Placement Shares
remain unsold and this Agreement has not been terminated, the Company will, prior to the Renewal Date, file a new shelf registration statement
or, if applicable, an automatic shelf registration statement relating to the Common Shares that
may be offered and sold pursuant to this Agreement (which shall include a prospectus reflecting the number or amount of Placement Shares
that may be offered and sold pursuant to this Agreement), in a form satisfactory to the Agent and its counsel, and, if such registration
statement is not an automatic shelf registration statement, will use its reasonable best efforts to cause such registration statement
to be declared effective within 180 days after the Renewal Date. The Company will take all other reasonable actions necessary or appropriate
to permit the public offer and sale of the Placement Shares to continue as contemplated in the expired registration statement and this
Agreement. From and after the effective date thereof, references herein to the “Registration Statement” shall include such
new shelf registration statement or such new automatic shelf registration statement, as the case may be.
8. Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement,
including (i) the preparation and filing of the Registration Statement, including any fees required by the Commission, and the printing
or electronic delivery of the Prospectus as originally filed and of each amendment and supplement thereto, in such number as the Agent
shall deem necessary, (ii) the printing and delivery to the Agent of this Agreement and such other documents as may be required in connection
with the offering, purchase, sale, issuance or delivery of the Placement Shares, (iii) the preparation, issuance and delivery of
the certificates, if any, for the Placement Shares to the Agent, including any stock or other transfer taxes and any capital duties,
stamp duties or other duties or taxes payable upon the sale, issuance or delivery of the Placement Shares to the Agent, (iv) the
fees and disbursements of the counsel, accountants and other advisors to the Company, (v) the costs associated with bound volumes of
the public offering materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will
provide within a reasonable time after the Closing in such quantities as ThinkEquity may reasonably request, in an amount not to exceed
US$3,000, (vi) the fees and expenses of Agent, inclusive of the US$20,000 advance for accountable expenses previously paid by the
Company to the Agent, including but not limited to the fees and expenses of the counsel to the Agent, payable upon the execution of this
Agreement, in an amount not to exceed US$152,000 (in addition, the Company shall reimburse the Agent upon request for such costs, fees
and expenses incurred in connection with this Agreement in an amount not to exceed US$7,500 following the Company’s filing of its
quarterly filings for its first three fiscal quarters, and US$10,000 for the fiscal fourth quarter of each year), (vii) the qualification
or exemption of the Placement Shares under state securities laws in accordance with the provisions of Section 7(r) hereof,
including filing fees, but excluding fees of the Agent’s counsel, (viii) the printing and delivery to the Agent of copies
of any Permitted Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto in such number as the Agent
shall deem necessary, (ix) all fees, expenses and disbursements relating to the registration or qualification of such Shares under
the “blue sky” securities laws of such states and other jurisdictions as the Agent may reasonably designate, (x) the costs
of all mailing and printing of the Offering documents (including, without limitation, this Agreement, any blue sky surveys, Registration
Statements, Prospectuses and all amendments, supplements and exhibits thereto), (xi) the fees and expenses of the transfer agent
and registrar for the Common Shares, (xii) the filing and other fees incident to any review by FINRA of the terms of the sale of
the Placement Shares including the fees of the Agent’s counsel (subject to the cap, set forth in clause (v) above), (xiii) all
fees, expenses and disbursements relating to due diligence matters and the background checks of the Company’s officers and directors
in an amount not to exceed US$10,000 in the aggregate, and (xiv) the fees and expenses incurred in connection with the listing
of the Placement Shares on the Exchange, including any fees charged by The Depository Trust Company.
9. Conditions
to Agent’s Obligations. The obligations of the Agent hereunder with respect to a Placement will be subject to the continuing
accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of
its obligations hereunder, to the completion by the Agent of a due diligence review satisfactory to it in its reasonable judgment, and
to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions:
(a) Registration Statement Effective. The Registration Statement shall have become effective and shall be available for the
sale of all Placement Shares contemplated to be issued by any Placement Notice.
(b) No
Material Notices. None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request
for additional information from the Commission or any other federal or state Governmental Authority during the period of effectiveness
of the Registration Statement, the response to which would require any post-effective amendments or supplements to the Registration Statement
or the Prospectus; (ii) the issuance by the Commission or any other federal or state Governmental Authority of any stop order suspending
the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt by the Company
of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement Shares
for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (iv) the occurrence of any
event that makes any statement of a material fact made in the Registration Statement or the Prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue or that requires the making of any changes in the Registration Statement, the Prospectus
or documents so that, in the case of the Registration Statement, it will not contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case
of the Prospectus, it will not contain an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(c)
No Misstatement or Material Omission. Agent shall not have advised the Company that the Registration Statement or Prospectus,
or any amendment or supplement thereto, contains an untrue statement of fact that in the Agent’s reasonable opinion is material,
or omits to state a fact that in the Agent’s reasonable opinion is material and is required to be stated therein or is necessary
to make the statements therein not misleading.
(d)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports furnished or filed
with the Commission, there shall not have been any material adverse change in the authorized share capital of the Company or any Material
Adverse Effect or any development that would reasonably be expected to cause a Material Adverse Effect, or a downgrading in or withdrawal
of the rating assigned to any of the Company’s securities (other than asset backed securities) by any rating organization or a public
announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other
than asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable
judgment of the Agent (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make
it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the
Prospectus.
(e)
Legal Opinions. The Agent shall have received the opinions of Canadian Counsel, U.S.
Counsel and IP Counsel required to be delivered pursuant to Sections 7(m)(A), 7(m)(B) and 7(m)(C) on or before
the date on which such delivery of such opinions is required pursuant to Sections 7(m)(A), 7(m)(B) and 7(m)(C).
(f)
Comfort Letters. The Agent shall have received the Comfort Letters required to be delivered pursuant to Section 7(n)
on or before the date on which such delivery of such Comfort Letters are required pursuant to Section 7(n).
(g)
Representation Certificate. The Agent shall have received the certificate required to be delivered pursuant to Section
7(l) on or before the date on which delivery of such certificate is required pursuant to Section 7(l).
(h)
No Suspension. Trading in the Common Shares shall not have been suspended on the Exchange and the Common Shares shall not
have been delisted from the Exchange.
(i) Other
Materials. On each date on which the Company is required to deliver a certificate pursuant to Section 7(l), the Company shall
have furnished to the Agent such appropriate further information, opinions, certificates, letters and other documents as the Agent may
reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof.
(j)
Securities Act Filings Made. All filings with the Commission required by Rule 424 under the Securities Act to have been
filed prior to the issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such
filing by Rule 424.
(k)
Approval for Listing. The Placement Shares shall either have been (i) approved for listing on the Exchange, subject only
to notice of issuance, or (ii) the Company shall have filed an application for listing of the Placement Shares on the Exchange at, or
prior to, the issuance of any Placement Notice and the Exchange shall have reviewed such application and not provided any objections thereto.
(l)
FINRA. If applicable, FINRA shall have raised no objection to the terms of this offering and the amount of compensation
allowable or payable to the Agent as described in the Prospectus.
(m) No Termination Event. There shall not have occurred any event that would permit the Agent to terminate this Agreement pursuant
to Section 12(a).
10. Indemnification and Contribution.
(a) Company
Indemnification. The Company agrees to indemnify and hold harmless the Agent, its affiliates and their respective partners, members,
directors, officers, employees and agents and each person, if any, who controls the Agent or any affiliate within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act as follows:
(i) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any
untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto),
or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements
therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any
related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged
omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading;
(ii)
against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the
aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any Governmental Authority, commenced or
threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission;
provided that (subject to Section 10(d) below) any such settlement is effected with the written consent of the Company,
which consent shall not unreasonably be delayed or withheld; and
(iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating,
preparing or defending against any litigation, or any investigation or proceeding by any Governmental Authority, commenced or threatened,
or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission (whether or
not a party), to the extent that any such expense is not paid under (i) or (ii) above,
provided, however,
that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with the Agent Information
(as defined below).
(b) Agent
Indemnification. Agent agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed
the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained
in Section 10(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions,
made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or any Issuer
Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to the
Agent and furnished to the Company in writing by the Agent expressly for use therein. The Company hereby acknowledges that the only information
that the Agent has furnished to the Company expressly for use in the Registration Statement, the Prospectus or any Issuer Free Writing
Prospectus (or any amendment or supplement thereto) are the statements set forth in the seventh and eighth paragraphs under the caption
“Plan of Distribution” in the Prospectus (the “Agent Information”).
(c) Procedure.
Any party that proposes to assert the right to be indemnified under this Section 10 will, promptly after receipt of notice of
commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties
under this Section 10, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers
served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from (i) any liability
that it might have to any indemnified party otherwise than under this Section 10 and (ii) any liability that it may have
to any indemnified party under the foregoing provision of this Section 10 unless, and only to the extent that, such omission
results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any
indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate
in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the
commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the
defense of the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party
to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party
for any other legal expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by
the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any
such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless
(1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (2) the
indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other
indemnified parties that are different from or in addition to those available to the indemnifying party, (3) a conflict or
potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying
party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the
indemnified party) or (4) the indemnifying party has not in fact employed counsel to assume the defense of such action or
counsel reasonably satisfactory to the indemnified party, in each case, within a reasonable time after receiving notice of the
commencement of the action; in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the
expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with
any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges
of more than one separate firm (plus local counsel) admitted to practice in such jurisdiction at any one time for all such
indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly
as they are incurred. An indemnifying party will not, in any event, be liable for any settlement of any action or claim effected
without its written consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or
compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters
contemplated by this Section 10 (whether or not any indemnified party is a party thereto), unless such settlement, compromise
or consent (1) includes an express and unconditional release of each indemnified party, in form and substance reasonably
satisfactory to such indemnified party, from all liability arising out of such litigation, investigation, proceeding or claim and
(2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.
(d) Settlement
Without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse
the indemnified party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement
of the nature contemplated by Section 10(a)(ii) effected without its written consent if (1) such settlement is entered
into more than 45 days after receipt by such indemnifying party of the aforesaid request, (2) such indemnifying party shall have
received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (3) such indemnifying
party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
(e) Contribution.
In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing
paragraphs of this Section 10 is applicable in accordance with its terms but for any reason is held to be unavailable or
insufficient from the Company or the Agent, the Company and the Agent will contribute to the total losses, claims, liabilities,
expenses and damages (including any investigative, legal and other expenses reasonably incurred in connection with, and any amount
paid in settlement of, any action, suit or proceeding or any claim asserted) to which the Company and the Agent may be subject in
such proportion as shall be appropriate to reflect the relative benefits received by the Company on the one hand and the Agent on
the other hand. The relative benefits received by the Company on the one hand and the Agent on the other hand shall be deemed to be
in the same proportion as the total net proceeds from the sale of the Placement Shares (before deducting expenses) received by the
Company bear to the total compensation received by the Agent from the sale of Placement Shares on behalf of the Company. If, but
only if, the allocation provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution shall
be made in such proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but
also the relative fault of the Company, on the one hand, and the Agent, on the other hand, with respect to the statements or
omission that resulted in such loss, claim, liability, expense or damage, or action in respect thereof, as well as any other
relevant equitable considerations with respect to such offering. Such relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material
fact relates to information supplied by the Company or the Agent, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such statement or omission. The Company and the Agent agree that it would not be
just and equitable if contributions pursuant to this Section 10(e) were to be determined by pro rata allocation or by any
other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid or
payable by an indemnified party as a result of the loss, claim, liability, expense, or damage, or action in respect thereof,
referred to above in this Section 10(e) shall be deemed to include, for the purpose of this Section 10(e), any legal
or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or
claim to the extent consistent with Section 10(c) hereof. Notwithstanding the foregoing provisions of this Section
10(e), the Agent shall not be required to contribute any amount in excess of the commissions received by it under this Agreement
and no person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be
entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section
10(e), any person who controls a party to this Agreement within the meaning of the Securities Act, any affiliates of the Agent
and any officers, directors, partners, employees or agents of the Agent or any of its affiliates, will have the same rights to
contribution as that party, and each director of the Company and each officer of the Company who signed the Registration Statement
will have the same rights to contribution as the Company, subject in each case to the provisions hereof. Any party entitled to
contribution, promptly after receipt of notice of commencement of any action against such party in respect of which a claim for
contribution may be made under this Section 10(e), will notify any such party or parties from whom contribution may be
sought, but the omission to so notify will not relieve that party or parties from whom contribution may be sought from any other
obligation it or they may have under this Section 10(e) except to the extent that the failure to so notify such other party
materially prejudiced the substantive rights or defenses of the party from whom contribution is sought. Except for a settlement
entered into pursuant to the last sentence of Section 10(c) hereof, no party will be liable for contribution with respect to
any action or claim settled without its written consent if such consent is required pursuant to Section 10(c) hereof.
11. Representations
and Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section 10 of this Agreement and
all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of their respective
dates, regardless of (i) any investigation made by or on behalf of the Agent, any controlling persons, or the Company (or any of
their respective officers, directors, employees or controlling persons), (ii) delivery and acceptance of the Placement Shares and
payment therefor or (iii) any termination of this Agreement.
12. Termination.
(a) The Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time (1) if there has been,
since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any change, or any
development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings,
results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary
course of business, which individually or in the aggregate, in the sole judgment of the Agent is material and adverse and makes it impractical
or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (2) if there has occurred
any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities
or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international
political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Agent, impracticable
or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the
Common Shares has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended
or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company
on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of securities settlements
or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared
by either U.S. Federal or New York authorities. Any such termination shall be without liability of any party to any other party except
that the provisions of Section 8 (Payment of Expenses), Section 10 (Indemnification and Contribution), Section 11
(Representations and Agreements to Survive Delivery), Section 17 (Governing Law and Time; Waiver of Jury Trial) and Section
18 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination. If the Agent elects to
terminate this Agreement as provided in this Section 12(a), the Agent shall provide the required notice as specified in Section
13 (Notices).
(b) The
Company shall have the right, by giving ten (10) days’ notice as hereinafter specified to terminate this Agreement in its sole
discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party
except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof
shall remain in full force and effect notwithstanding such termination.
(c) The
Agent shall have the right, by giving ten (10) days’ notice as hereinafter specified to terminate this Agreement in its sole discretion
at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except
that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain
in full force and effect notwithstanding such termination.
(d) This
Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), or (c) above
or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall
in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 and Section 18
shall remain in full force and effect.
(e) Any
termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however,
that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company,
as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares
shall settle in accordance with the provisions of this Agreement.
13. Notices. All notices or other communications required or permitted to be given by any party to any other party pursuant
to the terms of this Agreement shall be in writing, unless otherwise specified, and if sent to the Agent, shall be delivered to:
ThinkEquity LLC
17 State Street, 41st Floor
New York, New York 10004
Attn: Head of Investment Banking
E-mail: notices@think-equity.com
with a copy to:
Cozen O’Connor LLP
2501 – 550 Burrard Street
Vancouver, BC V6C 2B5
Attn: Andrew B. Stewart
Telephone: 236-317-5567
Email: ABStewart@cozen.com
and if to the Company,
shall be delivered to:
Vision Marine Technologies Inc.
730 Boulevard du Cure-Boivin
Boisbriand, Québec J7G 2A7, Canada
Attention: Chief Financial Office
Telephone No: 514-214-4380
Email: rs@v-mti.com
with a copy (which shall not constitute notice)
to:
Ortoli Rosenstadt LLP
366 Madison Ave., 3rd Floor
New York, New York 10017
Attn: William Rosenstadt, Esq.
Fax No.: 212 826-9307
Email: wsr@orllp.legal
Each party to this Agreement
may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each
such notice or other communication shall be deemed given (i) when delivered personally or by verifiable Electronic Notice on or before
4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the next succeeding Business Day, (ii) on
the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on the Business Day actually received
if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). For purposes of this Agreement,
“Business Day” shall mean any day on which the Exchange and commercial banks in the City of New York are open
for business.
An electronic communication
(“Electronic Notice”) shall be deemed written notice for purposes of this Section 13 if sent to the electronic
mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed received at the time the party sending
Electronic Notice receives verification of receipt by the receiving party. Any party receiving Electronic Notice may request and shall
be entitled to receive the notice on paper, in a nonelectronic form (“Nonelectronic Notice”) which shall be
sent to the requesting party within ten (10) days of receipt of the written request for Nonelectronic Notice.
14. Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and the Agent and their respective successors
and the parties referred to in Section 10 hereof. References to any of the parties contained in this Agreement shall be deemed
to include the successors and permitted assigns of such party. Nothing in this Agreement, express or implied, is intended to confer upon
any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities
under or by reason of this Agreement, except as expressly provided in this Agreement. Neither party may assign its rights or obligations
under this Agreement without the prior written consent of the other party; provided, however, that the Agent may assign
its rights and obligations hereunder to an affiliate thereof without obtaining the Company’s consent but shall provide notice of
such assignment to the Company.
15. Adjustments
for Stock Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted
to take into account any stock split, stock dividend or similar event effected with respect to the Placement Shares.
16. Entire
Agreement; Amendment; Severability; Waiver. Except with respect to that certain Engagement Letter between the Company and the Agent
dated May 27, 2024, this Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto)
constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral,
among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended except pursuant
to a written instrument executed by the Company and the Agent. In the event that any one or more of the provisions contained herein,
or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction,
then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and
the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was
not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof
shall be in accordance with the intent of the parties as reflected in this Agreement. No implied waiver by a party shall arise in the
absence of a waiver in writing signed by such party. No failure or delay in exercising any right, power, or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise
of any right, power, or privilege hereunder.
17. GOVERNING
LAW AND TIME; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH PARTY HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
18. CONSENT
TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE
CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED
HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY
SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE
OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS
BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED)
TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND
SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS
IN ANY MANNER PERMITTED BY LAW. ANY SUCH PROCESS OR SUMMONS TO BE SERVED UPON THE COMPANY MAY BE SERVED BY TRANSMITTING A COPY THEREOF
BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, ADDRESSED TO CORPORATION SERVICE COMPANY, 251 LITTLE FALLS
DRIVE, WILMINGTON, DE 19808. SUCH MAILING SHALL BE DEEMED PERSONAL SERVICE AND SHALL BE LEGAL AND BINDING UPON THE COMPANY IN ANY ACTION,
PROCEEDING OR CLAIM.
19. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be
made by electronic delivery of a portable document format (PDF) file (including any electronic signature covered by the U.S. federal ESIGN
Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com).
20. Construction.
The section and exhibit headings herein are for convenience only and shall not affect the construction hereof. References herein
to any law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority shall be deemed to refer to
such law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority as amended, reenacted, supplemented
or superseded in whole or in part and in effect from time to time and also to all rules and regulations promulgated thereunder.
21. Permitted
Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent,
and the Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company, it has not made and will
not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise
constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free
writing prospectus consented to by the Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted
Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted
Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply
with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission
where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses,
if any, listed in Exhibit 21 hereto are Permitted Free Writing Prospectuses.
22. Absence
of Fiduciary Relationship. The Company acknowledges and agrees that:
(a) the
Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction
contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company
or any of its respective affiliates, shareholders (or other equity holders), creditors or employees or any other party, on the one hand,
and the Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective
of whether or not the Agent has advised or is advising the Company on other matters, and the Agent has no obligation to the Company with
respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement;
(b) it
is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated
by this Agreement;
(c) neither the Agent nor its affiliates have provided any legal, accounting, regulatory or tax advice with respect to the transactions
contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed
appropriate;
(d) it is aware that the Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ
from those of the Company and the Agent, and its affiliates have no obligation to disclose such interests and transactions to the Company
by virtue of any fiduciary, advisory or agency relationship or otherwise; and
(e) it waives, to the fullest extent permitted by law, any claims it may have against the Agent or its affiliates for breach of fiduciary
duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that the Agent
and its affiliates shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such
a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or
creditors of Company.
23.
Definitions. As used in this Agreement, the following terms have the respective meanings set forth below:
“Applicable Time”
means (i) each Representation Date, (ii) the time of each sale of any Placement Shares pursuant to this Agreement and (iii) each Settlement
Date.
“Governmental
Authority” means (i) any federal, provincial, state, local, municipal, national or international government or governmental
authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court,
tribunal, arbitrator or arbitral body (public or private); (ii) any self-regulatory organization; or (iii) any political subdivision of
any of the foregoing.
“Issuer Free Writing
Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Placement
Shares that (1) is required to be filed with the Commission by the Company, (2) is a “road show” that is a “written
communication” within the meaning of Rule 433(d)(8)(i) whether or not required to be filed with the Commission, or (3) is
exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Placement Shares or of the offering that
does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be
filed, in the form retained in the Company’s records pursuant to Rule 433(g) under the Securities Act Regulations.
“Rule 164,”
“Rule 172,” “Rule 405,” “Rule 415,” “Rule 424,”
“Rule 424(b),” “Rule 430B,” and “Rule 433”
refer to such rules under the Securities Act Regulations.
All references in this Agreement
to financial statements and schedules and other information that is “contained,” “included” or “stated”
in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus,
as the case may be.
All references in this Agreement
to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy
filed with the Commission pursuant to EDGAR; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer
Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission) shall be deemed to include
the copy thereof filed with the Commission pursuant to EDGAR; and all references in this Agreement to “supplements” to the
Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with
any offering, sale or private placement of any Placement Shares by the Agent outside of the United States.
Any references in this Agreement
to “US$” or “dollars” are references to United States dollars.
[Signature Page Follows]
If the foregoing correctly
sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon
this letter shall constitute a binding agreement between the Company and the Agent.
| |
Very truly yours, |
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|
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VISION MARINE TECHNOLOGIES INC. |
| |
|
| |
By: |
/s/ Alexander Mongeon |
| |
|
Name: |
Alexander Mongeon |
| |
|
Title: |
Chief Executive Officer |
| |
ACCEPTED as of the date
first-above written: |
| |
|
| |
THINKEQUITY LLC |
| |
|
| |
By: |
/s/ Eric Lord |
| |
|
Name: |
Eric Lord |
| |
|
Title: |
Head of Investment Banking |
SCHEDULE 1
Form of Placement Notice
SCHEDULE 2
Compensation
SCHEDULE 3
Notice Parties
SCHEDULE 4
Subsidiaries
Form of Representation Date
Certificate Pursuant to Section 7(l)
[--]
Exhibit 21
Permitted Free Writing Prospectus
Vision Marine Technologies (NASDAQ:VMAR)
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