^{}[] Execution Version

AGENCY AGREEMENT

June 30, 2026

SuperQ Quantum Computing Inc.
340 Midpark Way SE #300
Calgary, Alberta T2X 1P1

Attention: Dr. Muhammad Ali Khan, Chief Executive Officer

Canaccord Genuity Corp. (the "Agent"), as sole agent and sole bookrunner, understands that SuperQ Quantum Computing Inc. (the "Company") intends to create, issue and sell on a private placement basis a minimum of 3,205,128 units and a maximum of 5,129,000 units of the Company (each, a "Unit" and collectively, the "Units") at a price of $0.78 per Unit (the "Offering Price"), with each Unit comprised of one Common Share (as defined herein) (each, a "Share" and collectively, the "Shares") and one Common Share purchase warrant of the Company (each, a "Warrant" and collectively, the "Warrants"), for minimum gross proceeds of $2,500,000 and maximum gross proceeds of $4,000,620 (the "Offering") pursuant to the exemption from the prospectus requirement set out in Part 5A of NI 45-106 (as defined herein) as amended by the Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (collectively, the "Listed Issuer Financing Exemption") and other available prospectus exemptions under NI 45-106. The Company has prepared and filed an offering document on SEDAR+ (as defined herein), dated June 15, 2026 in respect of the Offering and which satisfies the requirements of NI 45-106, including those of Form 45-106F19 (the "Offering Document").

The Warrants shall be created and issued pursuant to a warrant indenture (the "Warrant Indenture") to be dated as of the Closing Date between the Company and Odyssey Trust Company, in its capacity as warrant agent thereunder (the "Warrant Agent"). Each Warrant will entitle the holder thereof to acquire one Common Share (each, a "Warrant Share" and collectively, the "Warrant Shares") at a price of $1.00 per Warrant Share, subject to adjustment in accordance with the Warrant Indenture, for a period of 24 months from the Closing Date, after which time the Warrants will expire and be void and of no value. The Warrants will not be exercisable for a period of 60 days following the Closing Date.

In connection with the Offering, the Company has agreed to grant the Agent an option, exercisable in whole or in part by the Agent, to purchase up to an additional number of Units equal to 15% of the number of Units sold under the Offering at the Offering Price (the "Agent's Option") by providing written notice to the Company no later than 48 hours prior to the Closing Date (as defined herein).

Unless the context otherwise requires or unless otherwise specifically stated, all references in this Agreement to: (a) the "Offering" shall be deemed to include the Agent's Option; (b) "Units" shall be deemed to include any additional Units issued pursuant to the exercise of the Agent's Option; (c) "Shares" shall be deemed to include any additional Shares issued pursuant to the exercise of the Agent's Option, the Warrant Shares and the Compensation Shares (as defined herein); (d) "Warrants" shall be deemed to include any additional Warrants issued pursuant to the exercise of the Agent's Option and the Compensation Warrants; and (e) "Offered Securities" shall mean, collectively, the Units, Shares and Warrants.

Upon and subject to the terms and conditions herein set forth and in reliance upon the representations and warranties herein contained, the Company hereby appoints the Agent and the Agent hereby agrees to act as the exclusive agent of the Company, to offer for sale on a commercially reasonable "best efforts" private placement agency basis, and without underwriter liability, the Units at the Offering Price in the Selling Jurisdictions (as defined herein). It is understood and agreed by the Company and the Agent that the Agent shall act as agent only and is under no obligation to purchase any of the Units.

In consideration of the Agent's services to be rendered in connection with the Offering, the Company agrees to: (a) pay to the Agent at the Closing Time (as defined herein), a cash fee equal to 7.0% of the aggregate gross proceeds from the Offering (the "Agent's Fee"); and (b) issue to the Agent at the Closing Time warrants of the Company ("Compensation Warrants"), to acquire, in aggregate, that number of Common Shares (each, a "Compensation Share" and collectively, the "Compensation Shares") as is equal to 7.0%

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of the total number of Units sold pursuant to the Offering. Each Compensation Warrant will be exercisable to acquire one Common Share at the Offering Price for a period of 24 months following the Closing Date.

In addition, on the Closing Date, the Company will pay to the Agent a corporate finance fee of $100,000 (the "Corporate Finance Fee"), comprised of such number of Common Shares as is equal to $100,000 divided by the Offering Price (the "Corporate Finance Fee Shares").

The Company agrees that the Agent will be permitted to appoint, at its sole expense, other registered dealers or other dealers duly qualified in their respective jurisdictions (each, a "Selling Firm"), in each case acceptable to the Company, acting reasonably, as its agent to assist with the Offering in the Selling Jurisdictions and that the Agent may determine the remuneration payable by the Agent to such Selling Firms appointed by it, provided that such remuneration shall not in any way increase the aggregate Agent's Fee payable or Compensation Warrants and Corporate Finance Fee Shares issuable by the Company to the Agent under this Agreement.

This offer is conditional upon and subject to the additional terms and conditions set forth below.

Interpretation

1.1 Unless expressly provided otherwise herein, where used in this Agreement or any schedule attached hereto, the following terms have the following meanings, respectively:

"Agent" has the meaning ascribed thereto on the face page of this Agreement;

"Agent's Expenses" has the meaning ascribed thereto in Section 10.1;

"Agent's Fee" has the meaning ascribed thereto on the face page of this Agreement;

"Agent's Option" has the meaning ascribed thereto on the face page of this Agreement;

"Agreement" means this agency agreement between the Company and the Agent;

"Alternative Transaction" has the meaning set out in Section 12.2;

"Ancillary Documents" means all agreements (including the Investor Questionnaires, the Warrant Indenture and Compensation Warrant Certificates), certificates, officer's certificates, and other documents executed and delivered, or to be executed and delivered, by the Company in connection with the Offering, whether pursuant to Applicable Securities Laws or otherwise;

"Applicable Anti-Money Laundering Laws" has the meaning ascribed thereto in Section 5.1(oo);

"Applicable Securities Laws" means, as applicable, the securities Laws, regulations, rules, rulings and orders in each of the Selling Jurisdictions, and the applicable published policy statements, notices, blanket rulings, orders and all other regulatory instruments (including national and multilateral instruments) of the Securities Regulators in each of the Selling Jurisdictions and the policies of the CSE;

"Books and Records" means books, ledgers, files, minute books, lists, reports, plans, logs, deeds, surveys, correspondence, operating records, Tax Returns and other data and information, including all data and information stored on computer-related or other electronic media, maintained by or on behalf of the Company with respect to the Company;

"Business Day" means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Vancouver, British Columbia are not open for business;

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"Closing" means the closing of the Offering;

"Closing Date" means June 30, 2026 or such other date as the Company and the Agent may mutually agree;

"Closing Time" means 8:00 a.m. (Toronto time) on the Closing Date or such other time as the Company and the Agent may mutually agree;

"Common Shares" means the common shares in the capital of the Company;

"Company" has the meaning ascribed thereto on the face page of this Agreement;

"Compensation Securities" means, collectively, the Compensation Warrants and the Compensation Shares issuable on exercise of the Compensation Warrants;

"Compensation Shares" has the meaning ascribed thereto on the face page of this Agreement;

"Compensation Warrant Certificates" means the definitive certificates representing the Compensation Warrants issuable to the Agent in connection with the Offering;

"Compensation Warrants" has the meaning ascribed thereto on the face page of this Agreement;

"Corporate Finance Fee" has the meaning ascribed thereto on page 2 of this Agreement;

"Corporate Finance Fee Shares" has the meaning ascribed thereto on page 2 of this Agreement;

"Contract" means any contract, note, mortgage, indenture, non-governmental permit or licence, franchise, lease or other contract, agreement, commitment or arrangement binding upon the Company;

"CRA" means the Canada Revenue Agency;

"CSE" means the Canadian Securities Exchange;

"Disclosure Documents" means all of the public documents filed by the Company, or any predecessor entities thereof, on SEDAR+ since January 1, 2024;

"Encumbrance" means any mortgage, pledge, assignment, charge, lien, claim, security interest, hypothec, adverse interest, other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

"Engagement Letter" means the engagement letter between the Agent and the Company dated June 15, 2026;

"Environmental Law" means any applicable Law relating to the environment including, but not limited to, those pertaining to (i) reporting, licensing, permitting, investigating, remediating and cleaning up in connection with any presence or release, or the threat of the same, of Hazardous Substances; and (ii) the manufacture, processing, distribution, use, treatment, storage, disposal, transport, handling and the like of Hazardous Substances;

"Financial Statements" means, together, the audited annual financial statements of the Company for the years ended December 31, 2025 and 2024, together with the notes thereto and the auditors' report thereon, and the unaudited interim financial statements of the Company with respect to the three months ended March 31, 2026 and 2025, together with the notes to such financial statements, respectively;

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"Governmental Entity" means any federal, provincial, state, local, municipal, regional, territorial, aboriginal, or other government, governmental or public department, branch, ministry, or court, domestic or foreign, including any district, agency, commission, board, arbitration panel or authority exercising or entitled to exercise any administrative, executive, judicial, ministerial, prerogative, legislative, regulatory or taxing authority or power of any nature as well as any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of them, and any subdivision of any of them;

"Governmental Licences" has the meaning ascribed thereto in Section 5.1(hh);

"Hazardous Substance" means any substance or material that is prohibited, controlled or regulated by any Governmental Entity pursuant to Environmental Laws;

"Intellectual Property" means collectively, as applicable, (i) patent rights, issued patents, patent applications, patent disclosures, and registrations, inventions, discoveries, developments, concepts, ideas, improvements, processes and methods, whether or not such inventions, discoveries, developments, concepts, ideas, improvements, processes, or methods are patentable or registrable, anywhere in the world, (ii) copyrights (including performance rights) to any original works of art or authorship, including source code and graphics, which are fixed in any medium of expression, including copyright registrations and applications therefor, anywhere in the world, whether or not registered or registrable, (iii) any and all common law or registered trade-mark rights, trade names, business names, trade-marks, proposed trademarks, certification marks, service marks, distinguishing marks and guises, logos, slogans, goodwill, domain names and any registrations and applications therefor, anywhere in the world, whether or not registered or registrable, (iv) know-how, show-how, confidential information, trade secrets, (v) any and all industrial design rights, industrial designs, design patents, industrial design or design patent registrations and applications therefor, anywhere in the world, whether or not registered or registrable, (vi) any and all integrated circuit topography rights, integrated circuit topographies and integrated circuit topography applications, anywhere in the world, whether or not registered or registrable, (vii) any reissues, reexaminations, divisions, continuations, continuations-in-part, renewals, improvements, translations, derivatives, modifications and extensions of any of the foregoing, (viii) any other industrial, proprietary or intellectual property rights, anywhere in the world, and (ix) proprietary computer software (including but not limited to data, data bases and documentation);

"Leased Premises" has the meaning ascribed thereto in Section 5.1(m) of this Agreement;

"Licensed IP" means the Intellectual Property that is used for the conduct of the business of the Company as presently conducted or as proposed to be conducted and that is owned by any person other than the Company;

"IFRS" means International Financial Reporting Standards issued by the International Accounting Standards Board, namely, the standards, interpretations and the framework for the preparation and presentation of financial statements (in the absence of a standard or interpretation), as adopted in Canada by the Accounting Standards Board of the Chartered Professional Accountants of Canada, that are applicable to the circumstances as of the date of determination, consistently applied;

"including" means including without limitation (and "include" or "includes" have similar extended meanings);

"Indemnified Party" and "Indemnified Parties" have the meanings ascribed thereto in Section 9.1;

"Indemnitor" has the meaning ascribed thereto in Section 9.1;

"Investor Questionnaires" means the investor questionnaires in the forms agreed upon by the Company and the Agent, pursuant to which the Purchasers agree to subscribe for and purchase Units pursuant to the Offering as contemplated herein and shall include, for greater certainty, all schedules thereto, as applicable, and each such investor questionnaire, a "Investor Questionnaire";

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"Laws" means all laws, statutes, codes, ordinances, decrees, rules, regulations, bylaws, statutory rules, principles of law, published policies and guidelines, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, including general principles of common and civil law, and the terms and conditions of any grant of approval, permission, authority or licence of any Governmental Entity, including Applicable Securities Laws, and the term "applicable" with respect to Laws and in a context that refers to one or more persons, means that the Laws apply to the person or persons, or its or their business, undertaking, property, assets or securities, and emanate from a Governmental Entity having jurisdiction over the person or persons or its or their business, undertaking, property, assets or securities;

"Listed Issuer Financing Exemption" has the meaning ascribed thereto on the face page of this Agreement;

"Material Adverse Effect" means, with respect to an entity, any event, occurrence, fact, condition or change that is, or would reasonably be expected to be, individually or in the aggregate, materially adverse to: (i) the business, operations, capital, results of operations, or condition (financial or otherwise); or (ii) the ability of such entity to consummate the transactions contemplated by this Agreement in respect of the Offering on a timely basis;

"misrepresentation", "material fact", "material change", "affiliate", "associate", and "distribution" have the respective meanings ascribed thereto in the Securities Act (British Columbia);

"NI 45-102" means National Instrument 45-102 – Resale of Securities of the Canadian Securities Administrators;

"NI 45-106" means National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators;

"NI 51-102" means National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators;

"Offered Securities" has the meaning ascribed thereto on the face page of this Agreement;

"Offering" has the meaning ascribed thereto on the face page of this Agreement;

"Offering Document" has the meaning ascribed thereto on the face page of this Agreement;

"Offering Release" means the news release of the Company dated June 15, 2026, issued and filed on SEDAR+ in accordance with the requirements of the Listed Issuer Financing Exemption;

"Offering Price" has the meaning ascribed thereto on the face page of this Agreement;

"person" includes any individual, corporation, limited partnership, general partnership, joint stock company or association, joint venture association, company, trust, bank, trust company, land trust, investment trust, society or other entity, organization, syndicate, whether incorporated or not, trustee, executor or other legal personal representative, and governments and agencies and political subdivisions thereof;

"Personnel" means, in respect of the Agent, the Agent's affiliates and each of their respective directors, officers, employees, partners, agents, shareholders and advisors;

"Products" means the products and services developed, manufactured, marketed and/or sold by the Company, including the ChatQLM and SuperQ platforms;

"Purchasers" means the purchasers who purchase Offered Securities pursuant to the Investor Questionnaires, and each such purchaser, a "Purchaser";

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"Qualified Institutional Buyers" means a U.S. Accredited Investor that is a "qualified institutional buyer" within the meaning of Rule 144A under the U.S. Securities Act;

"Reporting Provinces" means all of the Provinces of Canada except Québec;

"Securities Regulator" means, in respect of any jurisdiction, the securities regulator or other securities regulatory authority of that jurisdiction;

"SEDAR+" means the System for Electronic Data Analysis and Retrieval+;

"Selling Firm" has the meaning ascribed thereto on the second page of this Agreement;

"Selling Jurisdictions" means, collectively, (i) each of the provinces and territories of Canada, except Québec; (ii) the United States; and (iii) such other jurisdictions outside of Canada and the United States, provided that such sales are completed in such a manner so as not to require the filing of a prospectus, registration statement or offering memorandum or similar document and do not give rise to any disclosure obligations or submission to the jurisdiction in such jurisdictions on the part of the Company;

"Share" has the meaning ascribed thereto on the face page of this Agreement;

"SR&ED" has the meaning ascribed thereto in Section 5.1(x)(ii) of this Agreement;

"subsidiary" has the meaning ascribed thereto in the Canada Business Corporations Act;

"Tax Act" means the Income Tax Act (Canada), as amended from time to time;

"Tax" and "Taxes" means all taxes, assessments, charges, dues, duties, rates, fees, imposts, levies and similar charges of any kind lawfully levied, assessed or imposed by any Governmental Entity, including all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all capital taxes, gross receipts taxes, environmental taxes, sales taxes, use taxes, ad valorem taxes, value added taxes, transfer taxes (including, without limitation, taxes relating to the transfer of interests in real property or entities holding interests therein), franchise taxes, licence taxes, withholding taxes, payroll taxes, employment taxes, Canada Pension Plan contributions, excise, severance, social security, workers' compensation, employment insurance or compensation taxes or premium, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes, alternative or add-on minimum taxes, goods and services tax, customs duties or other taxes, fees, imports, assessments or charges of any kind whatsoever, together with any interest and any penalties or additional amounts imposed by any taxing authority (domestic or foreign) on such entity, and any interest, penalties, additional taxes and additions to tax imposed with respect to the foregoing;

"Tax Law" means any Law that imposes Taxes or that deals with the administration or enforcement of liabilities for Taxes, including under the Tax Act;

"Tax Returns" means any return, report, declaration, designation, election, undertaking, waiver, notice, filing, information return, statement, form, certificate or any other document or materials relating to Taxes, including any related or supporting information with respect to any of the foregoing, filed or to be filed with any Governmental Entity in connection with the determination, assessment, collection or administration of Taxes;

"Transaction Documents" means, collectively, this Agreement, the Offering Document, the Investor Questionnaires, the Warrant Indenture, and the Compensation Warrant Certificates;

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

"Unit" has the meaning ascribed thereto on the face page of this Agreement;

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"U.S. Accredited Investor" means an "accredited investor" within the meaning of Rule 501(a)(1), (2), (3), (7), (8), (9), (12) and/or (13) of Regulation D under the U.S. Securities Act;

"U.S. Person" means "U.S. person" as such term is defined in Regulation S under the U.S. Securities Act;

"U.S. Securities Act" means the United States Securities Act of 1933, as amended;

"Warrant" has the meaning ascribed thereto on the face page of this Agreement;

"Warrant Agent" has the meaning ascribed thereto on the face page of this Agreement;

"Warrant Indenture" has the meaning ascribed thereto on the face page of this Agreement; and

"Warrant Share" the meaning ascribed thereto on the face page of this Agreement.

1.2 Division and Headings: The division of this Agreement into sections, subsections, paragraphs and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. Unless something in the subject matter or context is inconsistent therewith, references herein to sections, subsections, paragraphs and other subdivisions are to sections, subsections, paragraphs and other subdivisions of this Agreement.

1.3 Governing Law: This Agreement shall be governed by and construed in accordance with the Laws of the Province of British Columbia and the federal Laws of Canada applicable therein and the parties hereto irrevocably accept and attorn to the exclusive jurisdiction of the courts of the Province of British Columbia.

1.4 Currency: Except as otherwise indicated, all amounts expressed herein in terms of money refer to lawful currency of Canada and all payments to be made hereunder shall be made in such currency.

1.5 Knowledge: In this Agreement, a reference to "knowledge" of the Company means, in respect of each representation and warranty or other statement which is qualified by such phrase, that such representation and warranty or other statement is being made based upon the actual knowledge of management of the Company after appropriate inquiries and investigations in connection with such facts and circumstances that would ordinarily be made by senior officers in the discharge of their duties, without special inquiry for the purpose of the Offering.

1.6 Schedules: The following schedules attached to this Agreement are deemed to be a part of this Agreement and are hereby incorporated by reference herein.

Schedule A Form of Lock-Up Agreement

Schedule B Terms and Conditions for Compliance with U.S. Securities Laws

Schedule C Intellectual Property

Nature of Transaction

2.1 Sale on Exempt Basis. Upon and subject to the terms and conditions set forth herein, the Agent and the Company, as applicable, shall offer for sale and sell the Units pursuant to the Offering in the Selling Jurisdictions in accordance with the terms of this Agreement, on a private placement basis pursuant to exemptions from both the prospectus and registration statement requirements of Applicable Securities Laws, such that each of the offer and sale of the Units do not obligate the Company to file a prospectus, a registration statement or other offering document (other than the Offering Document and Offering Release) with any Securities Regulator under Applicable Securities Laws or otherwise comply with any continuous disclosure or reporting obligation in any jurisdiction outside of Canada.

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2.2 Filings. The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under Applicable Securities Laws, all forms, documents or undertakings required to be filed by the Company in connection with the issue and sale of the Offered Securities so that the distribution of the Offered Securities may lawfully occur without the necessity of filing a prospectus, a registration statement or other offering document, other than the Offering Document, with any Securities Regulator in the Selling Jurisdictions, and the Agent agrees to assist the Company in all commercially reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. All fees payable in connection with such filings shall be paid by the Company.

2.3 No Offering Memorandum. Neither the Company nor the Agent shall (i) provide to prospective purchasers of the Offered Securities any document or other material that would constitute an offering memorandum within the meaning of Applicable Securities Laws in connection with the offer and sale of the Offered Securities, or (ii) engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Offered Securities in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise or conduct any seminar or meeting concerning the offer or sale of the Offered Securities whose attendees have been invited by any general solicitation or general advertising.

2.4 Listed Issuer Financing Exemption. The Company is relying on the Listed Issuer Financing Exemption, a Canadian prospectus exemption under Applicable Securities Laws for reporting issuers listed on a Canadian stock exchange wishing to raise capital by the issuance of equity. The Company confirms and acknowledges to the Agent that the Listed Issuer Financing Exemption relies on the Company's continuous disclosure record, as supplemented with the Offering Document, to allow the Company to distribute freely tradeable listed equity securities to the public. Accordingly, the Company represents and warrants to the Agent that it: (i) has active business operations or its principal asset is not cash (or an equivalent) or its exchange listing; and (ii) has prepared and filed on SEDAR+ the Offering Document that is considered a "core" document under the secondary market civil liability regime of Applicable Securities Laws.

2.5 Press Releases.

(a) Neither the Company nor the Agent shall make any public announcement in connection with the Offering, except if the other party has consented to such announcement or the announcement is required by applicable Laws or stock exchange rules. For greater certainty, during the period commencing on the date hereof and until completion of the distribution of the Offered Securities, the Company will promptly provide to the Agent drafts of any press releases of the Company for review and comment by the Agent and the Agent's counsel prior to issuance, provided that any such review will be completed in a timely manner, and the Company will consider in good faith all reasonable comments of the Agent; and

(b) In order to comply with applicable U.S. securities laws, any press release announcing or otherwise concerning the Offering shall include an appropriate notation substantially as follows: "Not for distribution to United States Newswire Services or for dissemination in the United States". In addition, any such press release shall contain a disclaimer substantially as: "This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available."

Representations, Warranties and Covenants of the Agent

3.1 The Agent represents, warrants and covenants to the Company that:

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(a) it has all requisite power and authority to enter into this Agreement and complete the transaction contemplated under the Agreement on the terms and conditions set forth herein;

(b) this Agreement has been duly authorized, executed and delivered by the Agent and shall constitute a valid and binding obligation of the Agent, enforceable against the Agent in accordance with its terms except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable Laws;

(c) it will use its reasonable efforts to obtain from each Purchaser an executed Investor Questionnaire (including all certifications, forms, and other documentation contemplated thereby) and all other applicable forms, reports, undertakings and documentation required under Applicable Securities Laws;

(d) it has not and will not, directly or indirectly, sell or solicit offers to purchase the Units or distribute or publish any offering circular, prospectus, form of application, advertisement or other offering materials (other than the Offering Document and Offering Release) in any country or jurisdiction so as to require registration of the Offered Securities, or filing of a prospectus or similar document with respect thereto or compliance by the Company with regulatory requirements (including any continuous disclosure obligations or similar reporting obligations) under the Applicable Securities Laws;

(e) in respect of the offer and sale of the Offered Securities, it will offer and sell the Offered Securities in compliance with Applicable Securities Laws and this Agreement and, as to offers and sales of the Offered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons, in compliance with the provisions of Schedule B hereto;

(f) it is a valid and subsisting corporation under the law of the jurisdiction in which it was incorporated and has good and sufficient power and authority to enter into this Agreement and complete the transactions under this Agreement on the terms and conditions set forth herein;

(g) it has not made, and will not make, any representations or warranties about the Company and/or the Units, except as set out in any document previously approved by the Company for distribution to prospective Purchasers;

(h) the Agent and any Selling Firm are acquiring the Compensation Warrants and the Corporate Finance Fee Shares, as applicable, as principal for their own accounts and not for the benefit of any other person and are acquiring the Compensation Warrants for investment only and not with a view to resale or distribution of the Compensation Warrants and the Agent and any Selling Firm are "accredited investors" as such term is defined in NI 45-106;

(i) it is duly registered or licensed under Applicable Securities Laws in those jurisdictions in which it is required to be so registered in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, it will act only through members of a Selling Firm who are so registered or licensed; and

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(j) the Compensation Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States. In connection with the issuance of the Compensation Securities, the Agent represents, warrants, and covenants that it is acquiring or will acquire the Compensation Securities as principal for its own account and not for the benefit of any other person. The Agent represents, warrants, and covenants that (i) it is not in the United States or a U.S. Person and is not acquiring and will not acquire the Compensation Securities on behalf of a U.S. Person or a person located in the United States; and (ii) this Agreement was executed and delivered outside the United States. The Agent acknowledges and agrees that the Compensation Warrants may not be exercised in the United States or by or on behalf or for the benefit of a U.S. Person or a person in the United States, unless such exercise is not subject to, or is exempt from, registration under the U.S. Securities Act and applicable securities laws of any state of the United States and the Agent has delivered an opinion of counsel, of recognized standing in form and substance satisfactory to the Company, acting reasonably, to such effect. The Agent agrees that it will not engage in any Directed Selling Efforts with respect to any Compensation Securities and will not offer or sell any Compensation Securities in the United States except in compliance with an exemption from the registration requirements of the U.S. Securities Act and all applicable securities laws of any state of the United States.

4. Covenants of the Company

4.1 General Covenants. The Company hereby covenants to the Agent, and to the Purchasers, and acknowledges that each of them is relying on such covenants in connection with the purchase of the Offered Securities and the completion of the Offering, as follows:

(a) The Company shall duly execute (as applicable) and deliver, at or prior to the Closing Time, the applicable Transaction Documents and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Company;

(b) The Company shall use its commercially reasonable efforts to fulfill, at or prior to the Closing Time, each of the conditions set out in Section 6;

(c) The Company shall ensure that upon issuance the Shares are duly and validly issued as fully paid and non-assessable Common Shares, and shall have the attributes corresponding in all material respects to the description thereof set forth in the Transaction Documents;

(d) The Company shall ensure that the Warrants shall be duly and validly created, authorized and issued, and shall have attributes corresponding in all material respects to the description thereof set forth in the Transaction Documents;

(e) The Company shall ensure that the Compensation Warrants shall be duly and validly created, authorized and issued, and shall have attributes corresponding in all material respects to the description thereof set forth in the Transaction Documents;

(f) The Company will use its commercially reasonable efforts to maintain its status as a "reporting issuer" (or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws in each of the Reporting Provinces until the date that is five years following the Closing Date, provided that this covenant shall not prevent the Company from completing any transaction which would result in the Company ceasing to be a "reporting issuer" so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada, or cash, or a combination of such securities and cash, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities

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laws and the rules and policies of the CSE or such securities exchange, market or trading or quotation facility on which the Common Shares are then listed or quoted;

(g) The Company will use its commercially reasonable efforts to maintain the listing of the Common Shares for trading on the CSE or on or from any securities exchange, market or trading or quotation facility on which the Common Shares are then listed or quoted for a period of five years following the Closing Date, provided that this covenant shall not prevent the Company from completing any transaction which would result in the Common Shares ceasing to be listed so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada, or cash, or a combination of such securities and cash, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the rules and policies of the CSE or such securities exchange, market or trading or quotation facility on which the Common Shares are then listed or quoted;

(h) As soon as reasonably practicable, and in any event at or before the Closing Time, the Company shall take all steps, if any, as may be necessary to enable the Offered Securities to be offered for sale and sold on a private placement basis in Canada through the Agent or any other investment dealers or brokers properly registered in such Selling Jurisdictions in a category of registration permitting them to sell Offered Securities by way of the exemptions from the prospectus requirements set forth in the Applicable Securities Laws in accordance with the terms of this Agreement. The Company shall not take any action that would prevent the Company and the Agent from relying on the exemptions from any prospectus requirements of Applicable Securities Laws as contemplated by this Agreement and the Investor Questionnaires;

(i) The Company will execute and file with the Securities Regulators and the CSE, as applicable, all forms, notices and certificates required to be filed by the Company pursuant to the Applicable Securities Laws and the rules and policies of the CSE in the time required thereby, including, for greater certainty, a Form 45-106F1 and any other applicable forms, notices and certificates required under Applicable Securities Laws;

(j) The Company shall on or prior to the date hereof have retained Odyssey Trust Company, as Warrant Agent in respect of the Warrants;

(k) During the period commencing on June 30, 2026 and ending four months following the Closing Date, the Company will not, directly or indirectly, without the prior written consent of the Agent, such consent not to be unreasonably withheld or delayed, offer, announce the offering of, or make any agreement to issue any additional equity or debt securities or securities convertible, exchangeable or exercisable for or into equity or debt securities of the Company, other than issuances: (i) in connection with a strategic acquisition in the ordinary course, (ii) pursuant to the exercise or vesting of stock options, restricted share units or other equity compensation securities, (iii) pursuant to the exercise or conversion of rights, warrants, agreements, instruments or other arrangements issued or existing at the date hereof or issued under the Offering, (iv) in the case of a person other than the Company, in order to accept a bona fide take over bid or similar business combination transaction made to all securityholders of the Company, (v) pursuant to "at-the-market" distributions under a base shelf prospectus, (vi) in connection with grants of stock options, restricted share units, or other equity-based awards under the Company's share compensation plan, and (vii) in connection with or concurrently with a public listing of the Company in the United States, including any concurrent equity financing, merger, acquisition or similar strategic transaction.

(l) The Company shall use its commercially reasonable efforts to cause each of the directors and officers of the Company to execute and deliver lock-up agreements in

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12 -

the form of Schedule A attached to this Agreement at or prior to the Closing Time in accordance with Section 6.1(j);

(m) The Company shall file a notice of the offering with the CSE in accordance with CSE policies prior to the Closing Date;

(n) The Company shall use its commercially reasonable efforts to obtain all consents, including approvals, permits, authorizations or filings as may be required under applicable corporate Laws and Applicable Securities Laws or otherwise necessary for the execution and delivery of and the performance by the Company of its obligations under the Transaction Documents, as applicable;

(o) The Company will use the net proceeds of the Offering as disclosed in the Offering Document; and

(p) The Company shall forthwith notify the Agent of any breach by the Company of any covenant contained in any of the Transaction Documents or upon it becoming aware that any representation or warranty of the Company contained in any of the Transaction Documents is or has become untrue or inaccurate in any material respect.

5. Representations and Warranties of the Company

5.1 The Company hereby represents and warrants to the Agent, and the Purchasers, and acknowledges that each of them is relying on such representations and warranties in connection with the purchase of the Offered Securities and the completion of the Offering, as follows:

(a) Corporate Existence. The Company is a corporation duly incorporated, validly existing and in good standing under the Business Corporations Act (British Columbia). No proceedings have been taken or authorized by the Company in respect of the bankruptcy, reorganization, insolvency, liquidation, dissolution or winding up of the Company.

(b) Subsidiaries. The Company has no subsidiaries and no investment in any person which is or would be material to the business and affairs of the Company.

(c) Capacity and Power. The Company has the requisite corporate power and capacity to own or lease its assets and carry on its business as currently being conducted and as currently contemplated to be carried on. The Company has the requisite corporate power and authority to enter into and perform its obligations under each of the Transaction Documents, including but not limited to the creation and issuance (as applicable) of the Offered Securities and the Compensation Securities.

(d) Binding Obligation. The execution, delivery and performance of its obligations under each of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including but not limited to the creation and issuance (as applicable) of the Offered Securities and the Compensation Securities, has been duly and validly authorized by all necessary corporate action by the Company, and no further consent or authorization of the board of directors or shareholders of the Company is or will be required. Each of the Transaction Documents (other than the Offering Document) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, receivership or other laws of general application limiting the enforcement of creditors' rights generally and by the fact that equitable remedies,

^{}[] 253729.23297/322091876.3

13 -

including specific performance, are discretionary and may not be ordered in respect of certain defaults.

(e) Absence of Conflict. None of the execution and delivery of the Transaction Documents, the performance of the obligations of the Company hereby or thereby, as applicable, or the completion of the Offering will:

(i) constitute an event which would permit any party to any material Contract with the Company to terminate such material Contract;

(ii) result in the creation or imposition of any Encumbrance on the Common Shares; or

(iii) result in a breach or violation of any of the terms or provisions of, or constitute a default under (whether after notice or lapse of time or both), (A) any statute, rule or regulation applicable to the Company, including under Applicable Securities Laws; (B) the constating documents or resolutions of the Company which are in effect at the date hereof; (C) any material mortgage, note, indenture, contract, agreement, partnership, instrument, or other document to which the Company is a party or by which it is bound; or (D) any judgment, decree or order binding on the Company.

(f) No Limitations of Business Operations. The Company is not a party to, or bound or affected by, any Contract containing any covenant expressly limiting its ability to compete in any line of business or to transfer or move any of its assets or operations.

(g) Regulatory Approvals. No authorization, approval, order, consent of, or filing with, any Governmental Entity is or, to the knowledge of the Company, will be, required on the part of the Company in connection with the execution, delivery and performance of its obligations under the Transaction Documents, other than the filing of each of the Offering Document and Offering Release on SEDAR+ and the applicable filings in accordance with the policies of the CSE, which filings have been made in accordance with the requirements of Applicable Securities Laws.

(h) Compliance with Laws. The Company has conducted and is conducting its business in compliance in all material respects with applicable Laws in each jurisdiction in which the Company carries on business, and the Company holds all material licences, registrations and qualifications in all jurisdictions in which the Company carries on business which are necessary or desirable to carry on the business of the Company, as now conducted and as presently proposed to be conducted under the Transaction Documents.

(i) Consents. There is no requirement to obtain any consent, approval or waiver of a party under any material Contract to which the Company is a party in order to complete the transactions contemplated by the Transaction Documents.

(j) No Violation of Constating Documents. The Company is not in violation of the provisions of its articles (or equivalent), by-laws or resolutions or any statute or any order, rule or regulation of any court or Governmental Entity or both having jurisdiction over it or any of its operation, which violation or the consequences thereof would, alone or in the aggregate, have a material adverse effect on the Company.

(k) Jurisdictions. The Company is duly licensed, registered and qualified as a corporation to do business, is up-to-date in the filing of all required corporate returns and other notices and filings and is otherwise in good standing, in each jurisdiction in which: (i) it owns or leases property; or (ii) the nature or conduct of its business or any part thereof,

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or the nature of the property of the Company or any part thereof, makes such qualification necessary to enable the business to be carried on as now conducted and as presently proposed to be conducted, to enable the property and assets of the Company to be owned, leased and operated by it.

(l) Authorized and Issued Capital. The Company is authorized to issue an unlimited number of Common Shares. As of the date hereof, 30,927,096 Common Shares are issued and outstanding as fully-paid and non-assessable Common Shares. Other than 3,285,713 common share purchase warrants, 1,615,000 stock options, 922,303 restricted stock units and 230,000 broker warrants, there are no other options, rights, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of the Company to issue or sell any Common Shares or securities or obligations of any kind convertible into, exchangeable or exercisable for or otherwise carrying the right or obligation to acquire any Common Shares, and there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of the Company, and no person is entitled to any pre-emptive or other similar right granted by the Company.

(m) Leased Premises. The Company does not own real property; with respect to each premises which is material to the Company and which the Company occupies as tenant (the "Leased Premises"), the Company occupies the Leased Premises and has the exclusive right to occupy and use the Leased Premises and the Company is not in material breach or violation of or in material default under any of the leases pursuant to which the Company occupies the Leased Premises and to the best of the Company's knowledge, such leases are valid, in good standing and in full force and effect and are enforceable against the respective lessors thereof.

(n) Authorized Securities. All necessary corporate action has been taken by the Company to (i) validly authorize, issue and sell the Shares and Corporate Finance Fee Shares and, when issued and delivered, the Shares and Corporate Finance Fee Shares will be validly issued as fully paid and non-assessable Common Shares; (ii) validly create, authorize, issue and sell the Warrants and Compensation Warrants; (iii) validly authorize and allot the issuance of Warrant Shares as fully paid and non-assessable Common Shares upon the due exercise of the Warrants, and, upon due exercise of the Warrants in accordance with the terms of the Warrant Indenture, the Warrant Shares will be validly issued as fully paid and non-assessable Common Shares; and (iv) validly authorize and allot the issuance of Compensation Shares as fully paid and non-assessable Common Shares upon the due exercise of the Compensation Warrants, and, upon due exercise of the Compensation Warrants in accordance with the terms of the Compensation Warrant Certificates, the Compensation Shares will be validly issued as fully paid and non-assessable Common Shares.

(o) Listed Issuer Financing Exemption. The Company is qualified to use the Listed Issuer Financing Exemption and:

(i) the Company is and has been a reporting issuer in the Reporting Provinces for at least 12 months prior to the date of the Offering Release, and is not in default of Applicable Securities Laws of such provinces and the federal laws of Canada applicable therein;

(ii) the Company has filed all continuous disclosure documents required under Applicable Securities Laws, and under orders and/or undertakings issued by or made to any Canadian securities regulatory authority;

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(iii) the Company has a class of equity securities listed for trading on a recognized stock exchange in Canada;

(iv) the Company has posted the Offering Document on its website;

(v) the use of proceeds to be received by the Company from the Offering shall not be allocated to an acquisition that is a significant acquisition under NI 51-102, a restructuring transaction (as defined in NI 51-102) or any other transaction for which the Company seeks approval of a securityholder;

(vi) on the date of the Offering Release, the total dollar amount of the Offering, combined with the dollar amount of all other distributions made by the Company under the Listed Issuer Financing Exemption during the 12 months immediately before the date of the Offering Release, will not, assuming completion of the Offering, exceed $25,000,000;

(vii) the Offering, combined with all other distributions made by the Company under the Listed Issuer Financing Exemption during the 12 months immediately before the date of the Offering Release, will not result in an increase of more than 50% of the Company's outstanding equity securities listed for trading on a recognized stock exchange in Canada, as of the date of the Offering Release;

(viii) the Offering will not result in a new control person and will not result in a person acquiring beneficial ownership of, or exercising control or direction over, such number of the Common Shares that would result in such person being entitled to elect a majority of the directors of the Company;

(ix) the Company reasonably believes that it will have available funds to meet its business objectives and liquidity requirements for a period of 12 months following Closing of the Offering;

(x) during the 12 months prior to the date of this Agreement, the Company has raised an aggregate of approximately $3,450,000 using the Listed Issuer Financing Exemption and is not otherwise raising funds under the Listed Issuer Financing Exemption other than under the Offering;

(xi) except as required by the rules and policies of the CSE, the resale of the Offered Securities issued pursuant to the Listed Issuer Financing Exemption will not be subject to a four month hold period in Canada;

(xii) the Company is not, or during the 12 months immediately before the date that the Company filed the Offering Document, or any person or company with whom the Company completed a restructuring transaction was not, either of the following: (A) an issuer whose operations have ceased or (B) an issuer whose principal asset is or was cash, cash equivalents, or its exchange listing, including for greater certainty, a capital pool company, a special purpose acquisition company, a growth acquisition corporation or any similar person or company;

(xiii) the Company is not an investment fund as defined under Applicable Securities Laws; and

(xiv) (A) all information and statements contained in the Offering Document are true and correct (other than forward-looking statements); (B) the Offering Document, together with all other documents filed under Applicable Securities Laws in a jurisdiction of Canada within the 12 months prior to the date of the Offering

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Release, contains disclosure of all material facts relating to the Offered Securities being distributed pursuant to the Offering and does not contain a misrepresentation, and (C) the Offering Document complies with the requirements of Applicable Securities Laws, in all material respects.

(p) Pre-Emptive Rights. No securityholder of the Company is entitled to pre-emptive rights, anti-dilution rights or registration rights. The Company is not a party to any agreement granting registration, pre-emptive or anti-dilution rights to any person with respect to any of its equity or debt securities. The Company is not a party to, and the Company does not have any knowledge of, any agreement restricting the voting or transfer of any Common Shares.

(q) Reporting Issuer. The Company is a "reporting issuer" in good standing in the Reporting Provinces. The Company is in compliance with all continuous disclosure and other applicable Laws and the Disclosure Documents are free from any misrepresentation, except to the extent any misrepresentation has been superseded by one or more subsequently filed Disclosure Documents.

(r) Prior Issuances of Securities; No Foreign Registration; No Cease Trade Orders.

(i) The offer and sale of all Common Shares and other securities of the Company issued and outstanding as of the date of this Agreement have complied with all applicable Laws.

(ii) The Company is not required to file periodic reports with the U.S. Securities and Exchange Commission pursuant to the U.S. Securities Exchange Act of 1934, as amended.

(iii) No order ceasing or suspending trading in any securities of the Company, prohibiting the sale of securities of the Company or the trading of any of the Company's issued securities has been issued and, to the best of the Company's knowledge, no proceedings for such purpose are pending, threatened or contemplated.

(s) No Voting Trust, etc. None of the issued and outstanding Common Shares are subject to escrow restrictions, pooling arrangements or voting trusts, whether voluntary or involuntary.

(t) Non-Arm's Length Loans, Loans to Insiders, etc. Except as disclosed in the Disclosure Documents, the Company has not made any loan to, or borrowed any funds from or is otherwise materially indebted to, any officer, director, employee, shareholder or any other person not dealing at arm's length with the Company, which is outstanding on the date thereof. Except in relation to compensation or as disclosed in the Disclosure Documents, the Company is not a party to any Contract with any officer, director, employee, shareholder or any other person not dealing at arm's length with the Company.

(u) Books and Records. The Books and Records and minute books of the Company are maintained substantially in accordance with all applicable Laws and the minute books and the responses to all of the due diligence requests of the Agent in respect of the Offering are complete and accurate in all material respects.

(v) Public Filings.

(i) No document forming part of the Disclosure Documents contains any untrue statement of a material fact nor does it omit to state a material fact which was

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required to be stated or necessary to prevent a statement from being false or misleading in the circumstances in which it was made and each such document was prepared in accordance with and complies with Applicable Securities Laws of the Reporting Provinces in all material respects 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 Applicable Securities Laws of the Reporting Provinces.

(ii) The Offering Document, including the Disclosure Documents for the 12 months ending on the date of the Offering Document, complies in all material respects with Applicable Securities Laws, is true and correct in all material respects, does not contain a misrepresentation and contains full, true and plain disclosure of all material facts relating to the Offering and the Offered Securities, as required by Applicable Securities Laws, and no material fact or information has been omitted therefrom which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made.

(w) Financial Statements.

(i) The Financial Statements have been prepared in accordance with IFRS and present fairly the assets, liabilities (whether accrued, absolute, contingent or otherwise) and the financial condition of the Company as at the respective dates of such Financial Statements.

(ii) There has not been any reportable event (within the meaning of NI 51-102) since January 1, 2024 between the Company and the present or former auditors of the Company, and the present auditors of the Company have not provided any material comments or recommendations to the Company regarding its accounting policies, internal control systems or other accounting or financial practices that have not been implemented by the Company.

(x) Taxes.

(i) The Company has withheld or collected and remitted all amounts to be withheld or collected and remitted with respect to any Taxes as required under all applicable Tax Laws and has established an adequate reserve for those Taxes not yet due and payable. There are no actions, suits or proceedings, in progress, pending, or, to the knowledge of the Company, threatened against the Company, in connection with any Taxes. The provisions for Taxes shown on the Financial Statements are sufficient for the payment of all accrued and unpaid Taxes for all periods up to the end of the most recent financial period addressed in the Financial Statements.

(ii) All scientific research and experimental development ("SR&ED") tax incentives applied for by the Company are bona fide and the Company has no knowledge that CRA will disallow, reassess or reduce any SR&ED incentives applied for by or previously granted to the Company.

(y) Absence of Changes. Since the most recent statement of financial position and statement of operations and comprehensive loss included in the Financial Statements, there has not been:

(i) any change in the financial condition, operations, results of operations, or business of the Company that has had a Material Adverse Effect nor has there been any occurrence or circumstances which, with the passage of time, might reasonably be expected to have a Material Adverse Effect; or

^{}[] 253729.23297/322091876.3

(ii) any damage, destruction or loss, labour trouble, or other event, development or condition of any character (whether or not covered by insurance) suffered by the Company which has had, or might reasonably be expected to have a Material Adverse Effect.

(z) Absence of Undisclosed Liabilities. The Company does not have any outstanding indebtedness or any liabilities or obligations (whether accrued, absolute, contingent or otherwise), including under any guarantee of any debt, except to the extent reflected or reserved in the Financial Statements or incurred in the ordinary course of business subsequent to December 31, 2025.

(aa) Absence of Unusual Transactions. Since the most recent statement of financial position and statement of operations and comprehensive loss included in the Financial Statements:

(i) the Company has conducted its business only in the usual, ordinary and regular course and consistent with past practice;

(ii) no liability or obligation of any nature, other than those related to the Offering, whether absolute, accrued, contingent or otherwise that has had or is reasonably likely to have a Material Adverse Effect, has been incurred; and

(iii) no event has occurred that has had or would reasonably be expected to have a Material Adverse Effect.

(bb) Employees. There are no outstanding amounts payable to employees of the Company other than in the ordinary course of business. No bonuses, incentive fees or other similar payments will be payable by the Company to any employee of the Company in connection with the completion of the Offering.

(cc) Management Contracts. The Company is not a party to any written management contract, including, without limitation, any contract which provides for a right of payment in the event of a change in control of the Company.

(dd) Material Contracts. All of the material Contracts of the Company have been disclosed in the Disclosure Documents and each is valid, subsisting, in good standing in all material respects and in full force and effect, enforceable against the Company in accordance with the terms thereof. The Company is not in default or breach of any material Contract, and, to the knowledge of the Company, there exists no state of facts which, after notice or lapse of time or both, would constitute such a default or breach. To the knowledge of the Company, no counterparty to any material Contract is in default of any of its obligations under any material Contract, the Company is entitled to all benefits under each material Contract, as applicable, and the Company has not received any notice of termination of any material Contract and no such terminations are pending or, to the best of the Company's knowledge, threatened or contemplated.

(ee) Litigation. There are no actions, suits, grievances or proceedings, whether judicial, arbitral or administrative, and whether or not purportedly on behalf of the Company, pending, commenced, or, to the knowledge of the Company, threatened or contemplated against or affecting the Company or the business and operations of the Company. There is no outstanding judgment, decree, order, ruling or injunction, not currently under appeal, involving the Company or relating in any way to the Offering.

(ff) Finder's Fees. Other than the Agent's Fee, Corporate Finance Fee and the Compensation Warrants payable to the Agent under the Offering, the Company has

^{}[] 253729.23297/322091876.3

not retained any financial advisor, broker, agent, finder or other person, or paid or agreed to pay and is not obligated to pay any financial advisor, broker, agent, finder or other person in connection with the Offering.

(gg) Intellectual Property.

(i) Schedule C contains a complete and accurate list of all Intellectual Property owned by the Company that is subject of any issuance, registration, application or other filing by, to or with any Governmental Entity in any jurisdiction (including, particulars of any registration, application for registration and the applicable jurisdiction (including, but not limited to, issued patents and patent applications, trademark applications and registrations, copyright applications and registrations)).

(ii) The Company owns, or has obtained valid and enforceable licenses for, or other rights to use, the Intellectual Property of the Company including, for greater certainty, the Intellectual Property described in the Disclosure Documents; the Company has no knowledge that the Company lacks or will be unable to obtain any rights or licenses to use all Intellectual Property used for the conduct of the business of the Company (including the commercialization of the Company's products and services candidates) as described in the Transaction Documents; no third parties have rights to any Intellectual Property of the Company, except for (i) the ownership and royalty rights of the owners of Licensed IP; (ii) any licenses to use Intellectual Property owned by the Company granted to third parties by the Company therein; there is no pending or, to the best of the Company's knowledge, threatened action, suit, proceeding or claim by others challenging the validity or enforceability of any Intellectual Property of the Company or the Company's rights in or to any such Intellectual Property or suggesting that any other person has any claim of legal or beneficial ownership or other claim or interest with respect thereto, the Company has no knowledge of any facts which form a reasonable basis for any such claim, and there has been no finding of unenforceability or invalidity of the Intellectual Property of the Company; to the best of the Company's knowledge, there is no patent or published patent application that contains claims that interfere with the issued or pending claims of any of the Intellectual Property of the Company; and to the best of the Company's knowledge, there is no prior art that necessarily renders any patent application owned by the Company unpatentable that has not been disclosed to the US Patent and Trademark Office or any similar office in Canada or any other jurisdiction.

(iii) Other than Licensed IP or other co-owned Intellectual Property disclosed in the Disclosure Record, (i) the Company is the legal and beneficial owner of, has good and marketable title to, and owns all right, title and interest in and to all Intellectual Property of the Company free and clear of all Encumbrances or adverse interests whatsoever, and (ii) no consent of any person is necessary to make, use, reproduce, license, sell, modify, update, enhance or otherwise exploit any Intellectual Property and none of the Intellectual Property of the Company comprises an improvement to Licensed IP that would give any person any rights to any such Intellectual Property, including, without limitation, rights to license any such Intellectual Property.

(iv) The Company has used commercially reasonable efforts to maintain and protect the Intellectual Property owned by the Company and has made the necessary filings and payments of registration, maintenance, renewal or similar fees for the purposes of maintaining the registrations and applications for registrations of any such Intellectual Property; the Company has secured written assignment agreements from all former and current employees, consultants and contractors that have

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developed Intellectual Property for or on behalf of the Company that: (i) acknowledges the Company's exclusive ownership of all Intellectual Property invented, created, or developed by such employee or independent contractor within the scope of their employment or engagement with the Company; (ii) specifies a predetermined royalty sharing program as disclosed in the Disclosure Record; (iii) grants to the Company a present, irrevocable assignment of any ownership interest such employee or independent contractor may have in or to such Intellectual Property; and (iv) irrevocably waives in favour of the Company and its successors and assigns any right or interest; including, any moral rights, regarding any such Intellectual Property, to the extent permitted by applicable Law; there are no oppositions, cancellations, invalidity proceedings, interferences or re-examination proceedings pending with respect to any Intellectual Property owned by the Company or, to the best of the Company's knowledge, threatened; all applications for registration of any Intellectual Property owned by the Company have been properly filed and have been pursued by the Company in the ordinary course of business, and the Company has not received any notice (whether written, oral or otherwise) indicating that any application for registration of the Intellectual Property owned by the Company has been finally rejected or denied by the applicable reviewing authority.

(v) The conduct of the business of the Company (including, without limitation, the sale of its products and services, or the use or other exploitation of the Intellectual Property by the Company or any customers, distributors or other licensees thereof) has not infringed, violated, misappropriated or otherwise conflicted with any Intellectual Property right of any person; there is no pending or threatened action, suit, proceeding or claim by others alleging that any current or proposed conduct of its business (including, without limitation, the sale of its products and services, or use or other exploitation of any Intellectual Property by the Company or any customers, distributors or other licensees) infringes, violates, misappropriates or otherwise conflicts with (or would infringe, violate, misappropriate or otherwise conflict with) any Intellectual Property of others, and the Company has no knowledge of any facts which form a reasonable basis for any such claim.

(vi) No person has infringed or misappropriated, or is infringing or misappropriating, any rights of the Company in or to the Intellectual Property of the Company.

(vii) The Company has entered into valid and enforceable written agreements pursuant to which the Company has been granted all licenses and permissions to use, reproduce, sub-license, sell, modify, update, enhance or otherwise exploit the Licensed IP to the extent required for the conduct of the business of the Company as currently conducted (including, if required, the right to incorporate such Licensed IP into the Intellectual Property). All license agreements in respect to Licensed IP are in full force and effect and none of the Company or, to the best of the Company's knowledge, any other person, is in default of its obligations thereunder.

(viii) To the extent that any of the Intellectual Property of the Company is licensed or disclosed to any person or any person has access to such Intellectual Property (including but not limited to any employee, officer, shareholder, consultant, systems-integrator, distributor, Contract counterparty, or other customer of the Company), the Company has entered into a valid and enforceable written agreement which contains terms and conditions prohibiting the unauthorized use, reproduction, disclosure or transfer of such Intellectual Property by such person. Other than such agreements that have expired in accordance with their respective terms, all such agreements are in full force and effect and none of the Company or, to the best of the Company's knowledge, any other person, is in default of its obligations thereunder.

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(ix) No Intellectual Property owned by the Company has been (in whole or in part) authored, created, conceived, developed, or reduced to practice by or on behalf of, or with any personnel, grants, funds, facilities, asset, or other resources of a Governmental Entity, university, college, or other educational institution, except for co-owned Intellectual Property disclosed in the Disclosure Record, and no Person who was involved in, or who contributed to, the authorship, creation, conception, development, or reduction to practice of any Intellectual Property owned by the Company was employed by, under contract to, or performed services for any Governmental Entity, university, college, or other education institution during a period of time during which such Person was also performing services for the Company and (b) no Governmental Entity, university, college, or other educational institution has any claim or right in or to any Intellectual Property owned by the Company, except for co-owned IP.

(hh) Regulatory Compliance.

(i) (A) The Company possesses such permits, certificates, licences, approvals, registrations, qualifications, consents and other authorizations (collectively, "Governmental Licences"), issued by the appropriate Governmental Entity necessary to conduct the business now operated by it in all jurisdictions in which it carries on business, that are material to the conduct of the business of the Company (as such business is currently conducted) or required by applicable Laws, including, without limitation, in respect of the Products; (B) the Company is, and all Products are, in material compliance with applicable Laws and the terms and conditions of all such Governmental Licences; (C) all such Governmental Licences are in good standing, valid and in full force and effect; (D) the Company has not received any notice of proceedings relating to the revocation, suspension, non-renewal, termination or modification of any such Governmental Licences or non-compliance with applicable Laws, and there are no facts or circumstances known to the Company, that could lead to the revocation, suspension, non-renewal, modification or termination of any such Governmental Licences if the subject of an unfavourable decision, ruling or finding; and (E) no such Governmental Licence contains any term, provision, condition or limitation which has or would reasonably be expected to affect or restrict in any material respect the operations or the business of the Company as now carried on or proposed to be carried on.

(ii) The Company has not voluntarily or involuntarily initiated, conducted or issued, or caused to be initiated, conducted or issued, any recalls, market withdrawals, safety alerts or other notice of material action relating to an actual or potential lack of safety, efficacy or the non-compliance with applicable Laws of any Product.

(ii) Expropriation. No property or asset of the Company has been taken or expropriated by any Governmental Entity and no notice or proceeding in respect of any such expropriation has been given or commenced or, to the knowledge of the Company, is there any intent or proposal to give any such notice or commence any such proceeding.

(jj) Environmental, Health or Safety Matters. The Company has never been in violation of, in connection with the ownership, use, maintenance or operation of the property and assets thereof, including the Products, any applicable federal, provincial, state, municipal or local laws, by-laws, regulations, orders, policies, permits, licences, certificates or approvals having the force of law, domestic or foreign, relating to environmental, health or safety matters.

(kk) Purchases and Sales. The Company has not approved, is not contemplating and has not entered into any agreement in respect of, nor has any knowledge of:

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(i) the purchase of any material property or assets or any interest therein or the sale, transfer or disposition of any material property or assets or any interest therein currently owned, directly or indirectly, by the Company whether by asset sale, transfer of shares or otherwise;

(ii) the change of control, by sale or transfer of shares or sale of all or substantially all of the property and assets of the Company, or otherwise, of the Company; or

(iii) a proposed or planned disposition of shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding shares of the Company.

(II) Insurance. The Company maintains policies of insurance naming the Company as insured in amounts and in respect of such risks as are normal and usual for companies of a similar size and business and such policies are in full force and effect as of the date hereof and shall not be cancelled or otherwise terminated as a result of the Offering.

(mm) Pension and Employee Benefits. The Company has complied, in all material respects, with all of the terms of the pension and other employee compensation and benefit obligations of the Company including the provisions of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon the Company.

(nn) Corruption. The Company has not, nor has any director, officer, or, to the knowledge of the Company, agent, employee or other person acting on behalf of the Company, in the course of its actions for, or on behalf of, the Company: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended or the Corruption of Foreign Public Officials Act (Canada); or (iv) made other unlawful payment to any foreign or domestic government official or employee.

(oo) Anti-Money Laundering. The operations of the Company are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any applicable Governmental Entity (collectively, the "Applicable Anti-Money Laundering Laws") and no action, suit or proceeding by or before any Governmental Entity involving the Company with respect to Applicable Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(pp) Forward-Looking Information. All forward-looking information and statements of the Company contained in the Offering Document and the Disclosure Documents and the assumptions underlying such information and statements, subject to any qualifications contained therein, was reasonable in the circumstances as at the date on which such statements and assumptions were made.

(qq) Market Data. The market, industry and economic related data included in the Disclosure Documents was derived from sources which the Company reasonably believes to be accurate, reasonable and reliable, and such data is consistent with the sources from which it was derived.

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(rr) Due Diligence. All documents and information delivered and provided by or on behalf of the Company to the Agent as a part of its due diligence in connection with the Offering were complete and accurate in all material respects. The responses given by the Company and its officers at all oral due diligence sessions conducted by the Agent in connection with the Offering, as they relate to matters of fact, have been and shall continue to be true and correct in all material respects as at the time such responses have been or are given, as the case may be, and such responses taken as a whole have not and shall not omit any fact or information necessary to make any of the responses not misleading in light of the circumstances in which such responses were given or shall be given, as the case may be; and where the responses reflect the opinion or view of the Company or its officers (including responses or portions of such responses which are forward-looking or otherwise relate to projections, forecasts, or estimates of future performance or results (operating, financial or otherwise)), such opinions or views have been and will be honestly held and believed to be reasonable at the time they are given.

(ss) Full and Complete Disclosure. None of the due diligence documents provided by the Company to the Agent in respect of the Offering contain any untrue statement of a material fact or omit to state any material fact necessary to make such statement not misleading to a prospective purchaser of Offered Securities who is seeking full information concerning the Company and its properties, businesses and affairs. The Company further represents and warrants that all public disclosures and filings required to be made by the Company by Applicable Securities Laws have been made and filed by the Company as of the date thereof.

6. Conditions to Closing

6.1 The following are conditions to the completion of the Agent's obligations as contemplated in this Agreement, which conditions shall have been fulfilled by the Company, as applicable, on or prior to the Closing Time, other than as may be waived in writing in whole or in part by the Agent:

(a) the board of directors of the Company will have authorized and approved the Transaction Documents and the Offering and all matters relating to the foregoing;

(b) the Agent shall have received a certificate dated the Closing Date signed by the Chief Executive Officer or the Chief Financial Officer of the Company or such other senior officers of the Company as may be acceptable to the Agent, acting reasonably, addressed to the Agent, with respect to: (i) the constating documents of the Company; (ii) all resolutions of the board of directors of the Company relating to the Transaction Documents and the Offering and the transactions contemplated hereby and thereby; and (iii) the incumbency and specimen signatures of signing officers of the Company, in the form of a certificate of incumbency, and such further certificates and other documentation as may be contemplated in this Agreement;

(c) the Agent shall have received a certificate dated as of the Closing Date signed by the Chief Executive Officer or the Chief Financial Officer of the Company or such other senior officers of the Company as may be acceptable to the Agent, acting reasonably, addressed to the Agent, in form and content satisfactory to the Agent, acting reasonably, certifying that:

(i) no order, ruling or determination having the effect of suspending the sale of the Shares or Warrants or any securities of the Company has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority;

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(ii) there has been no material adverse change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Company, since the date of the most recent Financial Statements to the date of this Agreement which has not been disclosed in the Disclosure Documents;

(iii) no default or event exists and is then continuing under any of the Transaction Documents and no event exists that, but for the giving of notice, lapse of time, or both, or but for the satisfaction of any other condition after that event, would constitute a default or event of default under any of the Transaction Documents;

(iv) the representations and warranties of the Company contained in this Agreement are true and correct in all material respects at the Closing Time, with the same force and effect as if made by the Company as at the Closing Time after giving effect to the transactions contemplated hereby; and

(v) the Company has complied in all material respects with all the covenants and satisfied all the terms and conditions of this Agreement on its part to be complied with or satisfied prior to the Closing Time, other than conditions which have been waived by the Agent;

(d) the Agent shall have received favourable legal opinions addressed to the Agent and the Purchasers, in form and substance satisfactory to the Agent's counsel, acting reasonably, each dated the Closing Date, as applicable, from legal counsel to the Company and where appropriate, local counsel in the other applicable jurisdictions, which counsel in turn may rely, only as to matters of fact, on certificates of auditors, public officials and officers of the Company, with respect to the following matters:

(i) the Company is a corporation existing under the Business Corporations Act (British Columbia) ("BCBCA") and is, with respect to the filing of annual reports under the BCBCA, in good standing

(ii) the Company having the necessary corporate power and capacity to carry on its business as presently carried on and to own, lease and operate its properties and assets and to perform its obligations under the Transaction Documents;

(iii) as to the Company being a "reporting issuer" and not being on the list of defaulting reporting issuers or indicated as being in default on the list of reporting issuers, as applicable, maintained pursuant to Applicable Securities Laws in the Reporting Provinces in which sales of Offered Securities are completed;

(iv) as to the authorized and issued capital of the Company;

(v) all necessary corporate action has been taken by the Company to authorize the execution and delivery of the Transaction Documents as well as the performance of its obligations thereunder and hereunder, as applicable;

(vi) the Transaction Documents have been duly executed and delivered by the Company, and, other than the Offering Document, constitute legal, valid and binding obligations of the Company enforceable against it in accordance with their respective terms;

(vii) the execution and delivery of the Transaction Documents and the performance by the Company of its obligations hereunder and thereunder, as applicable, does not and will not result in a breach of, or constitute a default under, and does not and

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will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under, any term or provision of the constating documents of the Company or any applicable corporate Laws;

(viii) the Shares comprising the Units have been duly and validly authorized and issued as fully paid and non-assessable Common Shares;

(ix) the Warrants have been duly and validly created, authorized and issued pursuant to the Warrant Indenture;

(x) the Warrant Shares have been duly and validly authorized and allotted for issuance, and upon the exercise of the Warrants and the payment of the exercise price therefor, in accordance with the Warrant Indenture, the Warrant Shares will be duly and validly issued, as fully paid and non-assessable Common Shares;

(xi) the Corporate Finance Fee Shares have been duly and validly authorized and issued as fully paid and non-assessable Common Shares;

(xii) the Compensation Warrants have been duly and validly created, authorized and issued by the Company;

(xiii) the Compensation Shares issuable upon the exercise of the Compensation Warrants have been duly and validly authorized and allotted for issuance by the Company and, upon the exercise of the Compensation Warrants in accordance with the terms of the applicable warrant certificate and the payment of the exercise price therefor, the Compensation Shares will be validly authorized and issued as fully-paid and non-assessable Common Shares;

(xiv) the offering, issuance and sale by the Company of the Offered Securities to the Purchasers resident in Canadian Selling Jurisdictions and the offering, issuance and sale by the Company of the Corporate Finance Fee Shares and the Compensation Warrants to the Agent, all in accordance with the terms of this Agreement, are exempt from the prospectus requirements of Applicable Securities Laws and no prospectus or other documents are required to be filed (other than the Offering Release and the Offering Document), proceedings taken or approvals, permits, consents or authorizations obtained under the Applicable Securities Laws to permit such issuance and sale; it being noted, however, that the Company is required to file or cause to be filed with the applicable Securities Regulators, a report on Form 45-106F1 prepared and executed pursuant to NI 45-106, together with the prescribed filing fee, within ten days of the Closing Date;

(xv) the issuance by the Company of the Warrant Shares upon the exercise of the Warrants, and the issuance of the Compensation Shares upon the exercise of the Compensation Warrants, will be exempt from the prospectus requirements of Applicable Securities Laws in the Canadian Selling Jurisdictions and no prospectus or other documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under Applicable Securities Laws to permit such issuance;

(xvi) no prospectus or other document is required to be filed, no proceeding is required to be taken and no approval, permit, consent or authorization of regulatory authorities is required to be obtained by the Company under Applicable Securities Laws in the Canadian Selling Jurisdictions in connection with the first trade of the Shares, Warrants and Warrant Shares by the holders thereof provided that:

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(A) the Company is and has been a “reporting issuer” (as defined under Applicable Securities Laws) for the four months immediately preceding the first trade in a jurisdiction of Canada;

(B) the trade is not a “control distribution” (as such term is defined in NI 45-102);

(C) no unusual effort is made to prepare the market or create a demand for the securities that are the subject of the trade;

(D) no extraordinary commission or consideration is paid to a person or company in respect of the trade; and

(E) if the selling securityholder is an “insider” or “officer” of the Company (as defined under Applicable Securities Laws) at the time of the first trade, the selling securityholder has no reasonable grounds to believe that the Company is in default of “securities legislation” (as such term is defined in National Instrument 14-101 – Definitions);

(xvii) the first trade of the Compensation Shares, Compensation Warrants and Compensation Shares issuable upon exercise of the Compensation Warrants issued pursuant to the Offering will be a distribution subject to the prospectus requirements of Applicable Securities Laws, unless:

(A) the Company is and has been a “reporting issuer” (as defined under Applicable Securities Laws) for the four months immediately preceding the first trade in a jurisdiction of Canada;

(B) at the time of the first trade, at least four months have elapsed from the “distribution date” (as such term is defined in NI 45-102) of the applicable security;

(C) the certificates representing the securities that are the subject of the trade were issued with a legend stating the prescribed restricted period in accordance with Section 2.5(2)3 of NI 45-102 or if the securities are entered into a direct registration or other electronic book-entry system, or if the holder did not directly receive a certificate representing the security, the holder received written notice containing the legend restriction notation set out in Section 2.5(2)3 of NI 45-102;

(D) such trade is not a “control distribution” (as such term is defined in NI 45-102);

(E) no unusual effort is made to prepare the market or create a demand for the securities that are the subject of the trade;

(F) no extraordinary commission or consideration is paid to a person or company in respect of the trade; and

(G) if the selling securityholder is an “insider” or “officer” of the Company at the time of the first trade, the selling securityholder has no reasonable grounds to believe that the Company is in default of “securities legislation” (as such term is defined in National Instrument 14-101 – Definitions); and

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(xviii) Odyssey Trust Company has been duly appointed by the Company as the registrar and transfer agent of the Common Shares and as the Warrant Agent under the Warrant Indenture;

(e) if any Units are sold to purchasers in the United States or to, or for the account or benefit of, U.S. Persons, the Agent will receive, at the Closing Time, a favourable legal opinion dated the Closing Date from Nauth LPC, special United States counsel to the Company, to the effect that no registration of the Units offered and sold to purchasers in the United States or to, or for the account or benefit of, U.S. Persons will be required under the U.S. Securities Act, such opinion to be in form and substance, acceptable in all reasonable respects to the Agent and its legal counsel, it being understood that such counsel need not express its opinion with respect to any subsequent re-sale of such Units;

(f) the Agent shall have received a certificate of good standing or similar certificate with respect to the jurisdiction in which the Company is incorporated and evidence of all extra-jurisdictional registrations, as applicable;

(g) the Agent shall have received evidence that all requisite approvals, consents and acceptances of the appropriate regulatory authorities required to be obtained by the Company in order to complete the Offering have been made or obtained;

(h) the Agent shall have received a certificate from Odyssey Trust Company as to the issued and outstanding Common Shares as at the close of business on the day prior to the Closing Date and as to Odyssey Trust Company being appointed as the Warrant Agent with respect of the Warrants;

(i) each of the Transaction Documents shall have been executed and delivered by the parties thereto in form and substance satisfactory to the Agent and its counsel; and

(j) the Company shall have delivered to the Agent executed lock-up agreements as contemplated by Section 4.1(l) hereof.

Closing

7.1 The Offering will be completed via electronic exchange at the Closing Time or such other dates or times as may be mutually agreed to by the Company and the Agent; provided that if the Company has not been able to comply in any material respect with any of the covenants or conditions set out herein required to be complied with by the Closing Time or such other dates and times as may be mutually agreed to or such covenant or condition has not been waived by the Agent, the respective obligations of the parties will terminate without further liability or obligation except for payment of expenses, indemnity and contribution provided for in this Agreement.

7.2 At the Closing Time:

(a) the Company shall deliver to the Agent the Offered Securities, whether by way of electronic deposit or delivery of direct registration system statements or certificates in definitive form, as directed by the Agent (provided for greater certainty that Offered Securities purchased by certain Purchasers shall be delivered to such Purchasers in accordance with the delivery instructions in their respective Investor Questionnaires);

(b) the Company shall deliver to the Agent the Corporate Finance Fee Shares and the Compensation Warrant Certificates, in definitive form, as directed by the Agent at least 48 hours prior to the Closing Time; and

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(c) the Agent shall deliver to the Company the net proceeds from the Offering (other than in respect of funds relating to certain Purchasers which shall be delivered by such Purchasers directly to the Company) and the Agent shall retain a sum equal to the Agent's Expenses and the Agent's Fee, as directed by the Company.

8. Rights of Termination

8.1 The Agent shall be entitled to terminate and cancel, without liability its obligations hereunder by written notice to that effect given to the Company on or before Closing if, at any time prior to the Closing Time:

(a) there shall have occurred any material change or change of a material fact, occurrence, event, fact or circumstance or there should be discovered any previously undisclosed material fact or any development or new material fact shall arise which, in the opinion of the Agent, acting reasonably, has or would reasonably be expected to have a material adverse effect on the business, operations, affairs or financial condition of the Company, and/or a significant adverse effect on the market price, value or marketability of the Common Shares or other securities of the Company;

(b) (A) any order, inquiry, action, suit, investigation or other proceeding, whether formal or informal (including matters of regulatory transgression or unlawful conduct) is commenced, announced or threatened or made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the CSE or any securities regulatory authority against the Company or any of its officers or directors; (B) any Law or regulation is enacted or changed which in the sole opinion of the Agent, acting reasonably, operates or threatens to prevent, cease or restrict the issuance or trading of the securities of the Company by the Company, its officers, directors or principal shareholders or materially and adversely affects or could materially and adversely affect the market price, value or marketability of the securities of the Company, or (C) an order shall have been made or threatened to cease or suspend trading in the Common Shares or any other securities of the Company, or to otherwise prohibit or restrict in any manner the distribution or trading of the Common Shares or any other securities of the Company, or proceedings are announced, commenced or threatened for the making of any such order by any securities regulatory authority or similar regulatory or judicial authority or the CSE, which order has not been rescinded, revoked or withdrawn;

(c) there should develop, occur or come into effect or existence any event, action, state, accident, condition, terrorist event, epidemic or pandemic, natural disaster, public protest or major financial, political or economic occurrence of national or international consequence (including any outbreak or escalation of national or international hostilities, any crisis or calamity, or any governmental action, change of applicable Law or regulation (or the interpretation or administration thereof)) or any law or regulation which, in the opinion of the Agent, seriously adversely affects, or would reasonably be expected to seriously adversely affect, the financial markets or the business, operations or affairs of the Company;

(d) the Agent determines, acting reasonably, that the state of the financial markets, whether national or international, is such that the Units cannot be profitably marketed;

(e) the Company is in breach of a term, condition or covenant of this Agreement or the Engagement Letter or any representation or warranty given by the Company in this Agreement becomes or is false in any material respect and cannot be cured;

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(f) the Agent is not satisfied in its sole discretion, acting reasonably, with its due diligence review and investigations in respect of the Company, or the Agent shall become aware, as a result of its due diligence review or otherwise, of any adverse material change with respect to the Company (in the sole opinion of the Agent, acting reasonably) which had not been publicly disclosed or disclosed to the Agent prior to the date hereof and which would have had a material adverse effect on the market price or value of the Units and/or the securities of the Company; or

(g) both the Agent and the Company agree in writing to terminate this Agreement.

8.2 The rights of termination contained in this Section 8 may be exercised by the Agent and are in addition to any other rights or remedies the Agent may have in respect of any default, act or failure to act or non-compliance by the Company in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination by the Agent, there shall be no further liability on the part of the Agent to the Company or on the part of the Company to the Agent except in respect of any liability which may have arisen or may arise after such termination in respect of Section 9 (Indemnity and Contribution), Section 10 (Expenses) of this Agreement, and any accrued obligations of the Company under Section 11 (Agent's Compensation) in respect of services rendered prior to termination.

Indemnity and Contribution

9.1 The Company and its subsidiaries and affiliated companies, as the case may be, (collectively, the "Indemnitor") agrees to indemnify and hold harmless the Agent, its affiliates and each of their respective directors, officers, employees, partners, agents, shareholders and advisors (collectively, the "Indemnified Parties" and individually, an "Indemnified Party"), to the full extent lawful, from and against any and all expenses, losses, claims, including shareholder actions, derivative or otherwise, actions, costs, damages and liabilities, joint or several, (including, without limitation, the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees and expenses of their counsel that may be incurred in advising with respect to and/or defending any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party or in enforcing this indemnity) to which any Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, actions, costs, damages or liabilities relate to, are caused by, result from, arise out of or are based upon, directly or indirectly, this Agreement, the engagement of the Agent hereunder, the performance of professional services rendered to the Indemnitor by the Agent under this Agreement or otherwise in connection with the matters referred to in this Agreement. The Indemnitor hereby waives any right the Indemnitor may have of first requiring an Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other person before claiming under this indemnity.

9.2 The foregoing indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that such expenses, losses, claims, actions, costs, damages or liabilities to which the Indemnified Party may be subject were caused by the gross negligence or willful misconduct of, or breach of this Agreement by, the Indemnified Party.

9.3 The Indemnitor also agrees that no Indemnified Party will have any liability (either direct or indirect, in contract or tort or otherwise) to the Indemnitor or any person asserting claims on the Indemnitor's behalf or in right for or in connection with this Agreement, the engagement of the Agent hereunder, the performance of professional services rendered to the Indemnitor by the Agent under this Agreement or otherwise in connection with the matters referred to in this Agreement, except to the extent that any expenses, losses, claims, actions, costs, damages or liabilities incurred by the Indemnitor are determined by a court of competent jurisdiction in a final judgement that has become non-appealable to have been caused by the gross negligence or willful misconduct of, or breach of this Agreement by, such Indemnified Party.

9.4 If for any reason (other than a determination as to any of the events referred to in the second paragraph of this indemnity) the foregoing indemnification is unavailable to the Agent or any other

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Indemnified Party or is insufficient to hold the Agent or any other Indemnified Party harmless, the Indemnitor shall contribute to the amount paid or payable by the Agent or any other Indemnified Party as a result of such expense, loss, claim, action, cost, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Agent or any other Indemnified Party on the other hand but also the relative fault of the Indemnitor, the Agent or any other Indemnified Party as well as any relevant equitable considerations; provided that the Indemnitor shall in any event contribute to the amount paid or payable by the Agent or any other Indemnified Party as a result of such expense, loss, claim, action, cost, damage or liability any excess of such amount over the amount of the fees received by the Agent under this Agreement.

9.5 The Indemnitor agrees that in case any action, suit, proceeding or claim shall be brought against the Indemnitor and/or the Agent or any other Indemnified Party by any governmental or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, shall investigate the Indemnitor and/or the Agent or any other Indemnified Party and the Agent or such other Indemnified Party shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with or by reason of this Agreement, the engagement of the Agent hereunder, the performance of professional services rendered to the Indemnitor by the Agent under this Agreement or otherwise in connection with the matters referred to in this Agreement, the Agent or such other Indemnified Party shall have the right to employ its own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs and out-of-pocket expenses incurred by its Personnel in connection therewith shall be paid by the Indemnitor as they occur. The Indemnitor also agrees to reimburse the Agent for the reasonable time spent by its personnel in connection with any action, suit, proceeding, claim or investigation for which the Indemnitor has agreed to indemnify the Agent hereunder.

9.6 Promptly after receiving notice of an action, suit, proceeding or claim against the Agent or any other Indemnified Party or receipt of notice of the commencement of any investigation which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, an Indemnified Party will notify the Indemnitor in writing of the particulars thereof. The omission so to notify the Indemnitor shall not relieve the Indemnitor of any liability which the Indemnitor may have to the Agent or any other Indemnified Party except only to the extent that any such delay in or failure to give notice as herein required materially prejudices the defence of such action, suit, proceeding, claim or investigation or results in any material increase in the liability which the Indemnitor would otherwise have under this indemnity had an Indemnified Party not so delayed in or failed to give the notice required hereunder.

9.7 The Indemnitor shall have 30 days after receipt of the notice, at its own expense, to participate in and, to the extent it may wish to do so, assume the defence thereof, provided such defence is conducted by experienced and competent counsel. If such defence is assumed by the Indemnitor, the Indemnitor throughout the course thereof will provide copies of all relevant documentation to the Agent, will keep the Agent advised of the progress thereof and will discuss with the Agent all significant actions proposed.

9.8 Notwithstanding the foregoing paragraph, any Indemnified Party shall have the right, at the Indemnitor's expense, to employ counsel of such Indemnified Party's choice, in respect of the defence of any action, suit, proceeding, claim or investigation if: (i) the employment of such counsel has been authorized by the Indemnitor; or (ii) the Indemnitor has not assumed the defence and employed counsel therefor within 30 days after receiving notice of such action, suit, proceeding, claim or investigation; or (iii) counsel retained by the Indemnitor or the Indemnified Party has advised the Indemnified Party that representation of both parties by the same counsel would be inappropriate because there may be legal defences available to the Indemnified Party which are different from or in addition to those available to the Indemnitor (in which event and to that extent, the Indemnitor shall not have the right to assume or direct the defence on the Indemnified Party's behalf) or that there is a conflict of interest between the Indemnitor and the Indemnified Party or the subject matter of the action, suit, proceeding, claim or investigation may not fall within the indemnity set forth herein (in either of which events the Indemnitor shall not have the right to assume or direct the defence on the Indemnified Party's behalf).

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9.9 No admission of liability and no settlement of any action, suit, proceeding, claim or investigation shall be made without the consent of the Indemnified Parties affected, such consent not to be unreasonably withheld. No admission of liability shall be made and the Indemnitor shall not be liable for any settlement of any action, suit, proceeding, claim or investigation made without its consent, such consent not to be unreasonably withheld.

9.10 The Indemnitor hereby constitutes the Agent as trustee for the other Indemnified Parties of the Indemnitor's covenants under this indemnity with respect to such persons and the Agent agrees to accept such trust and to hold and enforce such covenants on behalf of such persons.

9.11 These indemnity and contribution obligations of the Indemnitor hereunder shall be in addition to any liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Indemnified Parties and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor, the Agent and any other Indemnified Party. The foregoing provisions shall survive the completion of professional services rendered under this Agreement or any termination of the authorization given by this Agreement.

Expenses

10.1 The Company will pay all reasonable expenses and fees incurred in connection with the Offering, including all fees and disbursements of its legal counsel, any filing fees and all costs incurred in connection with the preparation of documentation relating to the Offering; and with respect to the Agent's expenses, the Company will pay all the expenses reasonably incurred by the Agent in connection with the Offering including, without limitation, the reasonable and documented fees and expenses of the Agent's Canadian counsel up to a maximum amount of CAD$75,000 plus disbursements and applicable taxes (collectively, the "Agent's Expenses").

10.2 The Agent's Expenses incurred by the Agent shall be paid to the Agent on the Closing Date. Notwithstanding the foregoing, the Agent's Expenses shall be reimbursed to the Agent by the Company whether or not the Offering is completed.

Agent's Compensation

11.1 In consideration of the services to be rendered by the Agent in connection with the Offering, the Agent will receive from the Company the Agent's Fee. The Agent's Fee shall be payable to the Agent upon completion of the Offering.

11.2 As additional compensation, at Closing, the Agent (or members of its selling group, as applicable) will be issued such number of Compensation Warrants and such number of Corporate Finance Fee Shares calculated in accordance with the opening paragraphs of this Agreement in consideration of the services to be rendered by the Agent in connection with the Offering.

11.3 If any payment (including any fee or commission) to the Agent under this Agreement is subject to deduction or withholding for or on account of any taxes imposed by a jurisdiction outside of Canada, the Company shall pay such additional amounts as may be necessary so that the net amount received by the Agent after such deduction or withholding equals the amount that would have been received had no such deduction or withholding been required.

Alternative Transaction

12.1 If the Company does not proceed with the Offering for any reason within its control after the Agent has built a full order book for the maximum Offering of $4,000,620, and within 90 days following termination of this Agreement, enters into a binding agreement or makes a public announcement in respect of an Alternative Transaction (as defined herein), the Company shall pay the full amount of the Agent's Expenses, the Agent's Fee and Compensation Warrants that would have otherwise been payable to the Agent had

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the Offering been completed pursuant to Sections 10.1, 11.1 and 11.2, respectively, to the extent not already paid, immediately following completion of the Alternative Transaction.

12.2 For the purposes of this Agreement, an “Alternative Transaction” means any equity or debt financing, merger, amalgamation, arrangement, business combination, take-over bid, insider bid, issuer bid, reorganization, joint venture, sale or exchange of a part of, all of, or substantially all of the assets or securities of the Company or any similar transaction involving the Company with any arm’s length party.

Survival of Warranties, Representations, Covenants and Agreements

13.1 All representations, warranties, covenants and agreements of the Company and the Agent herein contained or contained in any documents submitted pursuant to this Agreement and in connection with the transactions herein contemplated shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Agent, the Purchasers or the Company, as applicable, with respect thereto, shall continue in full force and effect for the benefit of the Agent, the Purchasers and the Company, as applicable for a period of two years following the Closing Date. For greater certainty, and without limiting the generality of the foregoing, the provisions contained in this Agreement in any way related to the indemnification of the Agent by the Company or the contribution obligations of the Company shall survive and continue in full force and effect, indefinitely, subject only to the applicable limitation period prescribed by Law.

General Contract Provisions

14.1 Notices. Any notice or other communication to be given hereunder shall be in writing and shall be given by delivery or by email, as follows:

if to the Company:

SuperQ Quantum Computing Inc.
340 Midpark Way SE #300
Calgary, Alberta, T2X 1P1

Attention: Dr. Muhammad Ali Khan, Chief Executive Officer
Email: [Redacted – Personal Information]

with a copy (not to constitute notice) to:

Dickinson Wright LLP
199 Bay Street, Suite 2200
Commerce Court West
Toronto, ON M5L 1G4

Attention: Geoffrey G. Farr
Email: [email protected]

or if to the Agent:

Canaccord Genuity Corp.
1133 Melville Street, Suite 2400
Vancouver, British Columbia V6E 4E5

Attention: Jamie Brown
Email: [Redacted – Personal Information]

and with a copy (not to constitute notice to the Agent) to:

^{}[] 253729.23297/322091876.3

33 -

Fasken Martineau DuMoulin LLP
550 Burrard Street, Suite 2900
Vancouver, British Columbia V6C 0A3

Attention: Martin Ferreira Pinho
Email: [email protected]

and if so given, shall be deemed to have been given and received upon receipt by the addressee or a responsible officer of the addressee if delivered, or four hours after being electronically transmitted and receipt confirmed during normal business hours, as the case may be. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address or email address.

14.2 Singular and Plural, etc. Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.

14.3 No Fiduciary Duty. The Company hereby acknowledges that the Agent is acting solely as Agent in connection with the purchase and sale of the Offered Securities. The Company further acknowledges that the Agent is acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm's length basis, and in no event do the parties intend that the Agent act or be responsible as a fiduciary to the Company or their respective management, shareholders, or creditors or any other person in connection with any activity that the Agent may undertake or have undertaken in furtherance of such purchase and sale of any of the Company's securities, either before or after the date thereof. The Agent hereby expressly disclaims any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and the Agent agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Agent to the Company regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the securities of the Company do not constitute advice or recommendations to the Company. The Company and the Agent agree that the Agent is acting solely as agent in connection with the Offering and not as an agent of or fiduciary of the Company and the Agent has not assumed, and will not assume, any advisory responsibility in favour of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether the Agent has advised or is currently advising the Company on other matters).

14.4 Entire Agreement. This Agreement constitutes the entire agreement between the Agent and the Company relating to the subject matter of this Agreement.

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

14.6 Successors and Assigns. The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Company and the Agent and their respective successors and permitted assigns; provided that, except as provided herein or in the Investor Questionnaires, this Agreement shall not be assignable by any party without the written consent of the others.

14.7 Further Assurances. Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

14.8 Time of the Essence. Time shall be of the essence for all provisions of this Agreement.

14.9 Language. The parties hereby acknowledge that they have expressly required this Agreement and all notices, statements of account and other documents required or permitted to be given or entered into

^{}[] 253729.23297/322091876.3

^{}[] - 34 -

pursuant hereto to be drawn up in the English language only. Les parties reconnaissent avoir expressément demandé que la présente Convention ainsi que tout avis, tout état de compte et tout autre document à être ou pouvant être donné ou conclu en vertu des dispositions des présentes, soient rédigés en langue anglaise seulement.

14.10 Effective Date. This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.

Counterparts. This Agreement may be executed and delivered by original or other electronic transmission (including DocuSign or portable document format (PDF)) in one or more counterparts which, together, shall constitute an original copy of this Agreement as of the date first noted above.

[Rest of page intentionally left blank]

^{}[] 253729.23297/322091876.3

^{}[] -35-

If this Agreement accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by the Company, please communicate your acceptance by executing where indicated below.

Yours very truly,

CANACCORD GENUITY CORP.

By: Signed: "Jamie Brown"
Name: Jamie Brown
Title: Managing Director, Head of Capital Markets
Western Canada

^{}[] 253729.23297/322091876.3

-36-

The foregoing accurately reflects the terms of the transaction which we are to enter into and such terms are agreed to with effect as of the date provided at the top of the first page of this Agreement.

SUPERQ QUANTUM COMPUTING INC.

By: Signed: "Muhammad Ali Khan"
Name: Muhammad Ali Khan
Title: Chief Executive Officer

^{}[] 253729.23297/322091876.3

^{}[] A-1

SCHEDULE A

This is Schedule A to the Agency Agreement dated as of June 30, 2026 among the Company and the Agent.

FORM OF LOCK-UP AGREEMENT

See Attached.

^{}[] 253729.23297/322091876.3

LOCK-UP AGREEMENT

TO: Canaccord Genuity Corp.
1133 Melville Street, Suite 2400
Vancouver, British Columbia
V6E 4E5 Canada

AND TO: SuperQ Quantum Computing Inc.
340 Midpark Way SE #300
Calgary, Alberta
T2X 1P1 Canada

RE: Private Placement of Units of SuperQ Quantum Computing Inc.

DATE: June [●], 2026

Ladies and Gentlemen:

The undersigned director and/or officer of SuperQ Quantum Computing Inc. (the "Company") understands that an agency agreement dated June [●], 2026 (the "Agency Agreement") has been executed and delivered by the Company, Canaccord Genuity Corp., as lead agent and sole bookrunner (the "Lead Agent") in connection with the Company's brokered private placement offering of up to 5,129,000 units of the Company (each, a "Unit") at a price of C$0.78 per Unit for aggregate gross proceeds of up to C$4,000,620, subject to the Agent's Option, pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions ("NI 45-106") or other available prospectus exemptions under NI 45-106 (the "Offering"). Each Unit consists of one common share in the capital of the Company (each, a "Common Share") and one common share purchase warrant of the Company. The execution and delivery by the undersigned of this agreement (the "Lock-Up Agreement") is a condition to the closing of the Offering. Capitalized terms not otherwise defined herein have the meaning given to them in the Agency Agreement.

In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby agrees not to, and will not permit any of his or her affiliates (as such term is defined in the Securities Act (British Columbia) (the "Act")) to, directly or indirectly, offer, issue, sell, grant, secure, contract to sell, lend, swap, grant any option to purchase, make any short sale, hypothecate, pledge, assign, or otherwise transfer, dispose of or monetize, or engage in any transaction (including hedging transactions) or enter into any form of agreement or arrangement the consequence of which is to alter economic exposure to, in any manner whatsoever, the Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other securities of the Company (collectively, the "Locked-Up Securities"), whether now owned, directly or indirectly, or under their control or direction, or with respect to which the undersigned has beneficial ownership, or announce any intention to do any of the foregoing, without, in each case, the prior written consent of the Lead Agent (such consent not to be unreasonably withheld or delayed), for a period of four (4) months after the closing of the Offering (the "Lock-Up Period"), except in conjunction with: (i) the exercise, conversion or settlement of previously issued stock options, deferred share units, restricted share units, performance share units, and other similar issuances pursuant to the Company's existing share compensation arrangements; (ii) obligations, instruments, or contractual commitments of the Company in respect of agreements existing and disclosed in writing to the Lead Agent as of the date of the Agency Agreement; and (iii) a tender or sale by the undersigned in or pursuant to a take-over bid (as defined in the Act) or similar transaction which, if entered into or completed substantially in accordance with its terms, would result in a change of control of the Company, provided that all Locked-Up Securities not transferred, sold, or tendered remain subject to this Lock-Up Agreement and provided further that, in the event that

^{}[] 253729.23297/322057326.3

such transaction is not completed, such Locked-Up Securities shall remain subject to the restrictions contained herein.

Nothing in this Lock-Up Agreement prohibits the undersigned from transferring any Locked-Up Securities to: (A) a spouse, parent, child or grandchild of the undersigned (each, a “Relative”); (B) corporations, partnerships, limited liability companies or other entities to the extent that such entities are wholly-owned by the undersigned; (C) trusts existing solely for the benefit of the undersigned and/or a Relative; (D) a charitable organization pursuant to a bona fide gift; or (E) a beneficiary pursuant to a transfer occurring as a result of the death of the undersigned, provided, however, that in each aforementioned case, any such transferee will first execute a lock-up agreement in favour of the Lead Agent in substantially the form hereof which lock-up agreement will remain in force for the remainder of the Lock-Up Period.

For avoidance of doubt, nothing in this Lock-Up Agreement prohibits the undersigned from exercising any options or other similar equity awards to purchase Common Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants permit exercises on a cashless basis), it being understood that any Common Shares issued upon such exercises will be subject to the restrictions of this Lock-Up Agreement.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement and that, upon the reasonable written request of the Lead Agent, the undersigned will execute any additional documents necessary or desirable in connection with the enforcement of this Lock-Up Agreement. The undersigned understands that the Lead Agent is relying on this Lock-Up Agreement in proceeding toward consummation of the Offering.

This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable in the Province of British Columbia, without reference to conflicts of laws.

This Lock-Up Agreement shall not be assigned by the undersigned without the prior written consent of the Lead Agent. This Lock-Up Agreement is irrevocable and shall be binding upon the heirs, legal representatives, successors and assigns of the undersigned.

This Lock-Up Agreement constitutes the entire agreement and understanding between and among the parties with respect to the subject matter of this Lock-Up Agreement and supersedes any prior agreement, representation or undertaking with respect to such subject matter.

This Lock-Up Agreement has been entered into on the date first written above. This Lock-Up Agreement may be executed by electronic signature and as so executed shall constitute an original.

Yours very truly,

Print Name:

Number and Class(es) of Locked-Up Securities

^{}[] 253729.23297/322057326.3

^{}[] B-1

SCHEDULE B

TERMS AND CONDITIONS FOR UNITED STATES OFFERS AND SALES

This is Schedule B to the Agency Agreement dated as of June 30, 2026 between the Company and the Agent.

As used in this Schedule B, the following terms shall have the meanings indicated:

Affiliate	means an “affiliate” as that term is defined in Rule 405 under the U.S. Securities Act;
Directed Selling Efforts	means “directed selling efforts” as that term is defined in Rule 902(c) of Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule B, it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Offered Securities being offered pursuant to Regulation S, and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of any of the securities;
Disqualification Event	means any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D;
Foreign Issuer	means a “foreign issuer” as that term is defined in Rule 902(e) of Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule B, it means any issuer which is: (a) the government of any foreign country or of any political subdivision of a foreign country; or (b) a corporation or other organization incorporated under the laws of any foreign country, except an issuer meeting the following conditions as of the last Business Day of its most recently completed second fiscal quarter: (1) more than 50 percent of the outstanding voting securities of such issuer are held of record either directly or indirectly by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors of the issuer are United States citizens or residents, (ii) more than 50 percent of the assets of the issuer are located in the United States, or (iii) the business of the issuer is administered principally in the United States;
General Solicitation or General Advertising	means “general solicitation or general advertising”, as used in Rule 502(c) of Regulation D under the U.S. Securities Act, including any advertisement, article, notice or other communication published in any newspaper, magazine, on the internet or similar media or broadcast over radio or television or on the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;
Offshore Transaction	means “offshore transaction” as that term is defined in Rule 902(h) of Regulation S;
Regulation D	means Regulation D as adopted by the SEC under the U.S. Securities Act;
Regulation S	means Regulation S as adopted by the SEC under the U.S. Securities Act;
SEC	means the United States Securities and Exchange Commission;

^{}[] 253729.23297/322091876.3

^{}[] B-2

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

U.S. Affiliate means a U.S. registered broker-dealer affiliate of any Agent;

U.S. Exchange Act means the United States Securities Exchange Act of 1934, as amended;

U.S. Securities Act means the United States Securities Act of 1933, as amended.

All capitalized terms used herein without definition have the meanings ascribed thereto in the Agency Agreement to which this Schedule B is attached.

Representations, Warranties and Covenants of the Agent

The Agent, on its own behalf and on behalf of its U.S. Affiliate, acknowledges that the Offered Securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, any U.S. Person, except pursuant to an exemption from the registration requirements of the U.S. Securities Act. Accordingly, the Agent, on its own behalf and on behalf of its U.S. Affiliate, represents, warrants and covenants to the Company that:

It has offered and sold, and will offer and sell the Offered Securities (a) in Offshore Transactions in accordance with Rule 903 of Regulation S, or (b) in the case of Units, as provided in paragraphs 2 through 13 below. Accordingly, neither the Agent, its U.S. Affiliates nor any persons acting on its or their behalf, has made or will make (except as permitted in paragraphs 2 through 14 below): (i) any offer to sell or any solicitation of an offer to buy, any Offered Securities to, or for the account or benefit of, any U.S. Person or any person in the United States; (ii) any sale of Offered Securities to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States, or the Agent, its U.S. Affiliates or persons acting on its behalf reasonably believed that such purchaser was outside the United States and not a U.S. Person; or (iii) any Directed Selling Efforts in the United States with respect to the Offered Securities.
It will not offer or sell the Offered Securities in the United States or to, or for the account or benefit of, any U.S. Person or any person in the United States, except that it may offer and sell Units in the Offering to Qualified Institutional Buyers with whom the Agent has a pre-existing relationship that it reasonably believed immediately prior to such offer or sale to be a Qualified Institutional Buyer who is acquiring the Units (A) for its own account or (B) for the account of a Qualified Institutional Buyer with respect to which it exercises sole investment discretion, and, in each case, in compliance with, or pursuant to an exemption from, the registration or qualification requirements of all applicable securities laws or any state of the United States. It shall inform, or cause its U.S. Affiliate to inform, each Qualified Institutional Buyer that (i) the Units are being sold to it in reliance upon exemptions from the registration requirements of the U.S. Securities Act and similar exemptions under applicable securities laws of any state of the United States, and (ii) the Units, Shares and Warrants (together, the “Securities”) will be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act, and can only be offered, sold, pledged or otherwise transferred pursuant to an exemption or exclusion from the registration requirements of the U.S. Securities Act and applicable state securities laws.
It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Securities, except with its U.S. Affiliates, any Selling Firms or with the prior written consent of the Company. It shall require each Selling Firm to agree in writing, for the benefit of the Company to comply with, and shall use its best efforts to ensure that each Selling Firm complies with, the same provisions of this Schedule B as apply to such Agent as if such provisions applied to such Selling Firm.

^{}[] 253729.23297/322091876.3

B-3

All offers of Units in the United States or to, or for the account or benefit of, U.S. Persons have been and will be made by the Agent's U.S. Affiliate and all sales of the Units in the United States or to, or for the account or benefit of, U.S. Persons shall be and will be made by the Agent's U.S. Affiliate to Qualified Institutional Buyers in compliance with Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and in transactions exempt from registration under any applicable securities laws of any state of the United States.
It and its Affiliates have not, either directly or through a person acting on its or their behalf, solicited and will not solicit offers to buy, and have not offered to sell and will not offer to sell, Units in the United States by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.
All offers and sales of Units have been or will be made in the United States or to, or for the account or benefit of, U.S. Persons in accordance with all applicable U.S. federal or state laws or regulations governing the registration or conduct of securities brokers or dealers and applicable rules of the Financial Industry Regulatory Authority, Inc. Each U.S. Affiliate that makes offers and sales in the United States or to, or for the account or benefit of, U.S. Persons is on the date hereof, and will be on the date of each offer and sale of Units in the United States, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and the securities laws of each state in which such offer or sale is made (unless exempted from the respective state's broker-dealer registration requirements) and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc.
Immediately prior to making an offer of Units in the United States or to, or for the account or benefit of, U.S. Persons, the Agent and its U.S. Affiliate had reasonable grounds to believe and did believe that each such offeree was a Qualified Institutional Buyer. At the time of each sale of Units to a person in the United States, the Agent, its U.S. Affiliates, and any person acting on its or their behalf will have reasonable grounds to believe and will believe, that each purchaser is a Qualified Institutional Buyer.
Prior to completion of any sale of Units in the United States or to, or for the account or benefit of, a U.S. Person it will cause each such purchaser to sign and deliver the Investor Questionnaire, including any applicable schedules thereto.
At least one Business Day prior to the Closing Date, the Company and its transfer agent will be provided with a list of all purchasers of the Units in the United States or who are, or are purchasing for the account or benefit of, U.S. Persons.
At the Closing, the Agent (together with its U.S. Affiliate) that participated in the offer of Units in the United States or to, or for the account or benefit of, U.S. Persons, will either: (i) provide a certificate, substantially in the form of Exhibit A to this Schedule B, relating to the manner of the offer and sale of the Units in the United States or to, or for the account or benefit of, U.S. Persons, or (ii) be deemed to have represented and warranted that neither it, its Affiliates (including its U.S. Affiliate) nor any one acting on its or their behalf, has offered or sold any Offered Securities in the United States or to, or for the account or benefit of, any U.S. Person.
None of the Agent, its Affiliates (including its U.S. Affiliates), or any person acting on any of their behalf has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with the Offering of Offered Securities contemplated hereby.
As of the Closing Date, with respect to Securities offered and sold hereunder in reliance on Rule 506(b) of Regulation D (the "Regulation D Securities"), the Agent effecting such offer or sale of Regulation D Securities represents that none of (i) the Agent or its U.S. Affiliate, (ii) the Agent's or its U.S. Affiliate's general partners or managing members, (iii) any of the Agent's or its U.S. Affiliate's directors, executive officers or other officers participating in the offering of the Regulation D Securities, (iv) any of the Agent's or its U.S. Affiliate's general partners' or managing members'

^{}[] 253729.23297/322091876.3

B-4

directors, executive officers or other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with sale of Regulation D Securities (each, a “Dealer Covered Person” and, collectively, the “Dealer Covered Persons”), is subject to a Disqualification Event, except for a Disqualification Event (i) covered by Rule 506(d)(2) of Regulation D and (ii) a description of which has been furnished in writing to the Company prior to the date thereof. Neither it nor its Affiliates (including its U.S. Affiliate) has paid or will pay, nor is it aware of any other person that has paid or will pay, directly or indirectly, any remuneration to any person (other than the Dealer Covered Persons) for solicitation of Purchasers of the Regulation D Securities.

As of the Closing Date, the Agent represents that it is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of Purchasers in connection with the sale of any Regulation D Securities.

Representations, Warranties and Covenants of the Company

The Company represents, warrants, covenants and agrees that:

The Company is, and at the Closing will be, a Foreign Issuer and reasonably believes that there is no Substantial U.S. Market Interest in the Offered Securities.
The Company is not, and as a result of the sale of the Offered Securities contemplated hereby and the application of the proceeds of the Offering, will not be, an open-end investment company, a unit investment trust or a face-amount certificate company registered or required to be registered or a closed-end investment company required to be registered, but not registered, under the United States Investment Company Act of 1940, as amended.
Except with respect to offers and sales of Units in accordance with this Schedule B to Qualified Institutional Buyers in reliance upon the exemption from registration under the U.S. Securities Act pursuant to Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act (and in each case in accordance with applicable securities laws of any state of the United States), neither the Company nor any of its Affiliates, nor any person acting on its or their behalf (other than the Agent, their respective U.S. Affiliates or any person acting on their behalf, in respect of which no representation is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Securities to, or for the account or benefit of, any U.S. Person or any person in the United States; or (B) any sale of Offered Securities unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States or (ii) the Company, its Affiliates, and any person acting on their behalf reasonably believe that the purchaser is outside the United States and not a U.S. Person.
During the period in which the Offered Securities are offered for sale, neither it nor any of its Affiliates, nor any person acting on its or their behalf (other than the Agent, their respective U.S. Affiliates or any person acting on their behalf, in respect of which no representation is made) has engaged in or will engage in any Directed Selling Efforts in the United States with respect to the Offered Securities, or has taken or will take any action that would cause the exemption afforded by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of Units in the United States or to, or for the account or benefit of, a U.S. Person in accordance with this Schedule B, or the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Securities outside the United States in accordance with the Agency Agreement.
None of the Company, any of its Affiliates or any person acting on its or their behalf (other than the Agent, their respective U.S. Affiliates or any person acting on their behalf, in respect of which no representation is made) has offered or will offer to sell, or has solicited or will solicit offers to buy, the Offered Securities in the United States by means of any form of General Solicitation or General

^{}[] 253729.23297/322091876.3

B-5

Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.

None of the Company or any of its predecessors or subsidiaries has had the registration of a class of securities under the U.S. Exchange Act revoked by the SEC pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations promulgated under the U.S. Exchange Act.
Upon receipt of a written request from a purchaser that is in the United States or a U.S. Person, the Company shall make a determination if the Company is a "passive foreign investment company" (a "PFIC") within the meaning of section 1297(a) of the United States Internal Revenue Code of 1986, as amended (the "Code"), during any calendar year following the purchase of Offered Securities by such purchaser, and if the Company determines that it is a PFIC during such year, the Company will provide to such purchaser, upon written request, all information that would be required to permit a United States shareholder to make an election to treat the Company as a "qualified electing fund" for the purposes of the Code. The Company may elect to provide such information on its website.
Neither the Company nor any person acting on behalf of the Company has, within 30 calendar days prior to the date of this Agreement, sold, offered for sale or solicited any offer to buy any of the Company's securities of the same or similar class as any of the securities comprising the Offered Securities, and will not do so during the Offering and for a period of 30 calendar days following the completion of the Offering, in a manner that would be integrated with the offer and sale of the Offered Securities and would cause the exemption from registration set forth in Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act to become unavailable with respect to the offer and sale of the Units to, or for the account or benefit of, persons in the United States or U.S. Persons.
Neither the Company nor any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D.
None of the Company, its Affiliates or any person on any of their behalf (other than the Agent, their Affiliates (including the U.S. Affiliates), any Selling Firm appointed by them, or any person acting on any of their behalf, as to whom the Company makes no representation, warranty, acknowledgement, covenant or agreement) has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with the offering of the Offered Securities contemplated by this Agreement.
The Company will, within prescribed time periods, prepare and file any forms or notices required under the U.S. Securities Act or applicable blue-sky laws in connection with the offer and sale of the a Securities to, or for the account or benefit of, persons in the United States and U.S. Persons.
With respect Regulation D Securities, none of the Company, any of its predecessors, any "affiliated" (as such term is defined in Rule 501(b) of Regulation D) issuer, any director, executive officer or other officer of the Company participating in the offering of the Regulation D Securities, any beneficial owner of 20% or more of the Company's outstanding voting equity securities, calculated on the basis of voting power, or any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Company in any capacity at the time of sale of the Regulation D Securities (other than any Dealer Covered Person (as defined above), as to whom no representation is made) (each, an "Issuer Covered Person" and, together, "Issuer Covered Persons") is subject to any Disqualification Event. The Company has exercised reasonable care to determine: (i) the identity of each person that is an Issuer Covered Person; and (ii) whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) of Regulation D and has furnished to the Agent a copy of any disclosures provided thereunder. The Company has not paid and will not pay, nor is it aware of any person that has paid or will pay, directly or indirectly, any

^{}[] 253729.23297/322091876.3

B-6

remuneration to any person (other than the Dealer Covered Persons) for solicitation of Purchasers of the Regulation D Securities.

^{}[] 253729.23297/322091876.3

^{}[] B-7

EXHIBIT A TO SCHEDULE B

AGENT'S CERTIFICATE

In connection with the private placement in the United States of the Offered Securities of SuperQ Quantum Computing Inc. (the "Company") pursuant to the agency agreement dated as of June 30, 2026 between the Company and the Agent named therein (the "Agency Agreement"), the undersigned does hereby certify as follows:

☐ is on the date hereof, and was at the time of each offer and sale of the Units made by it, a duly registered broker or dealer with the United States Securities and Exchange Commission, and a member of and in good standing with the Financial Industry Regulatory Authority, Inc. ("FINRA");
prior to the purchase of any Units in the United States, each offeree in the United States or who are, or are acting for the account or benefit of, U.S. Persons was provided with a copy of the Investor Questionnaire, and no other written material was used by us in connection with the Offering of the Units in the United States or to, or for the account or benefit of, U.S. Persons;
immediately prior to transmitting such Investor Questionnaire to such offerees, we had reasonable grounds to believe and did believe that each offeree purchasing Offered Securities from us was a Qualified Institutional Buyer and, on the date hereof, we continue to believe that each person purchasing Offered Securities in the United States is a Qualified Institutional Buyer;
no form of "general solicitation" or "general advertising" (as those terms are used in Regulation D under the U.S. Securities Act) was used by us, including advertisements, articles, notices or other communications published in any newspaper, magazine, on the internet or similar media or broadcast over radio, television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising, in connection with the offer or sale of the Units in the United States or to, or for the account or benefit of, U.S. Persons;
all offers and sales of Units in the United States or to, or for the account or benefit of, U.S. Persons have been effected by ☐ in accordance with all applicable U.S. federal and state broker-dealer requirements and FINRA rules;
all offers and sales of the Offered Securities have been conducted by us in accordance with the terms of the Agency Agreement, including Schedule B thereto;
neither we, nor any of our affiliates, nor any person acting on our or their behalf have taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Securities to, or for the account or benefit of, a person in the United States or a U.S. Person; and
prior to any sale of the Units in the United States or to, or for the account or benefit of, U.S. Persons, we caused each such Purchaser to execute a Qualified Institutional Buyer Letter in the form attached to the applicable Investor Questionnaire.

Terms used in this certificate have the meanings given to them in the Agency Agreement, including Schedule B thereto, unless otherwise defined herein.

DATED this __ day of ______, 2026.

Per: ________

Authorized Signing Officer

Per: ________

Authorized Signing Officer

^{}[] 253729.23297/322091876.3

^{}[] C-1

SCHEDULE C

INTELLECTUAL PROPERTY

[Redacted – Confidential Information]

^{}[] 253729.23297/322091876.3

AI assistant

SuperQ Quantum Computing Capital/Financing Update 2026

48353_rns_2026-07-10_8909582f-edbe-4c55-a4f5-2b1739d0bb2b.pdf

AGENCY AGREEMENT

4. Covenants of the Company

5. Representations and Warranties of the Company

6. Conditions to Closing

8. Rights of Termination

SCHEDULE A

FORM OF LOCK-UP AGREEMENT

LOCK-UP AGREEMENT

SCHEDULE B

TERMS AND CONDITIONS FOR UNITED STATES OFFERS AND SALES

Representations, Warranties and Covenants of the Agent

Representations, Warranties and Covenants of the Company

EXHIBIT A TO SCHEDULE B

AGENT'S CERTIFICATE

SCHEDULE C

INTELLECTUAL PROPERTY

AI assistant

SuperQ Quantum Computing — Capital/Financing Update 2026

48353_rns_2026-07-10_8909582f-edbe-4c55-a4f5-2b1739d0bb2b.pdf

AGENCY AGREEMENT

4. Covenants of the Company

5. Representations and Warranties of the Company

6. Conditions to Closing

8. Rights of Termination

SCHEDULE A

FORM OF LOCK-UP AGREEMENT

LOCK-UP AGREEMENT

SCHEDULE B

TERMS AND CONDITIONS FOR UNITED STATES OFFERS AND SALES

Representations, Warranties and Covenants of the Agent

Representations, Warranties and Covenants of the Company

EXHIBIT A TO SCHEDULE B

AGENT'S CERTIFICATE

SCHEDULE C

INTELLECTUAL PROPERTY

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