No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. These 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 the securities laws of any state of the United States (as such term is defined in Regulation S under the U.S. Securities Act) and may not be offered, sold or delivered, directly or indirectly, in the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States. See “Plan of Distribution”.

Information has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Senior Vice President, Legal and General Counsel of Softchoice Corporation at 173 Dufferin Street, Suite 200, Toronto, ON, M6K 3H7, telephone: 416-588-9000 (toll-free: 1-800-268-7638), and are also available electronically at www.sedar.com.

SHORT FORM PROSPECTUS

New Issue and Secondary Offering October 8, 2021

SOFTCHOICE CORPORATION C$150,007,500

5,085,000 Common Shares

This short form prospectus (the “Prospectus”) qualifies the distribution to the public (the “Offering”) of an aggregate of 5,085,000 common shares (the “Common Shares”) of Softchoice Corporation (the “Company”, “Softchoice”, “us”, “our” or “we”), of which: (a) 360,423 Common Shares (the “Treasury Offering”) are being issued and sold by the Company; and (b) 4,724,577 Common Shares (the “Secondary Offering”) are being sold by Birch Hill Equity Partners IV, LP, Birch Hill Equity Partners (Entrepreneurs) IV, LP and Birch Hill Equity Partners (US) IV, LP (collectively, the “Birch Hill Selling Shareholders”), Keika Limited (the “Keika Selling Shareholder”) and the Individual Selling Shareholders (as defined herein) (the Individual Selling Shareholders, together with the Birch Hill Selling Shareholders and the Keika Selling Shareholder, the “Selling Shareholders”), in each case, at a price of C$29.50 per Common Share (the “Offering Price”). We intend to use the net proceeds from the Treasury Offering as described in this Prospectus. We will not receive any proceeds from the Secondary Offering or the exercise of the Over-Allotment Option (as defined herein), if exercised by the Underwriters (as defined herein). See “Plan of Distribution”, “Selling Shareholders” and “Use of Proceeds”.

The outstanding Common Shares are listed and posted for trading on the Toronto Stock Exchange (the “TSX”) under the trading symbol “SFTC”. On September 24, 2021, being the last full trading day prior to the announcement of the Offering, the closing price of the Common Shares on the TSX was C$31.16 per Common Share. On October 7, 2021, being the last full trading day prior to the date of this Prospectus, the closing price of the Common Shares on the TSX was C$29.20 per Common Share.

(ii)

The TSX has conditionally approved the listing of the Common Shares to be issued and sold as part of the Treasury Offering. Listing is subject to us fulfilling all of the requirements of the TSX on or before December 30, 2021. See “Plan of Distribution”.

TD Securities Inc. and Goldman Sachs Canada Inc. (collectively, the “Joint Bookrunners”) and CIBC World Markets Inc., RBC Dominion Securities Inc., National Bank Financial Inc., Scotia Capital Inc., BMO Nesbitt Burns Inc., ATB Capital Markets Inc., Cormark Securities Inc., Laurentian Bank Securities Inc., Canaccord Genuity Corp. and Raymond James Ltd. (together with the Joint Bookrunners, the “Underwriters”) have agreed to purchase the Common Shares qualified under this Prospectus from the Company and the Selling Shareholders, subject to the terms and conditions set forth in an underwriting agreement dated October 1, 2021 among us, the Selling Shareholders and the Underwriters (the “Underwriting Agreement”). Subject to applicable laws and in connection with this Offering, the Underwriters may effect transactions that stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. See “Plan of Distribution”.

Price: C$29.50 per Common Share

Price to the Public(1)

Underwriters’ Fee(2)

Net Proceeds to the Company(3)

Net Proceeds to the Selling Shareholders(4)

Per Common Share C$29.50 C$1.18 C$28.32 C$28.32 Total Offering(5) C$150,007,500 C$6,000,300 C$10,207,179.36 C$133,800,020.64 Notes: (1) The Offering Price has been determined by negotiation between us, the Selling Shareholders and the Underwriters

with reference to the market price of the Common Shares. (2) The aggregate Underwriters’ cash fee will be equal to 4.0% of the aggregate gross proceeds raised from the

Common Shares sold pursuant to the Offering (the “Underwriters’ Fee”). The Underwriters’ Fee in respect of the Treasury Offering and the Secondary Offering shall be payable by the Company and the Selling Shareholders, respectively. See “Use of Proceeds”.

(3) After deducting the Company’s pro rata portion of the Underwriters’ Fee, but before deducting expenses of the Offering. In accordance with the terms of the Investor Rights Agreement (as defined herein), we will bear all expenses of the Offering (excluding the Underwriters’ Fee in respect of the Secondary Offering), which expenses are estimated to be C$400,000. If the Offering is terminated, we have agreed to reimburse the Underwriters for their reasonable expenses in connection with the Offering. See “Plan of Distribution”.

(4) After deducting the Selling Shareholders’ pro rata portion of the Underwriters’ Fee, but before deducting expenses of the Offering.

(5) The Birch Hill Selling Shareholders and the Keika Selling Shareholder have granted the Underwriters an option (the “Over-Allotment Option”), exercisable in whole or in part at any time for a period of 30 days after the Closing Date (as defined herein), to purchase from the Birch Hill Selling Shareholders and the Keika Selling Shareholder up to an aggregate of an additional 762,750 Common Shares (the “Over-Allotment Shares”), representing 15% of the Common Shares sold pursuant to the Offering. The Over-Allotment Shares will be sold on the same terms as set forth above solely to cover over-allotments, if any. If the Over-Allotment Option is exercised in full, the total “Price to the Public”, “Underwriters’ Fee” and “Net Proceeds to the Selling Shareholders” will be C$172,508,625, C$6,900,345 and C$155,401,100.64, respectively. This Prospectus also qualifies the grant of the Over-Allotment Option. A purchaser who acquires Common Shares forming part of the Underwriters’ over-allocation position acquires those securities under this Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See “Selling Shareholders” and “Plan of Distribution”.

Upon completion of the Offering, and assuming no exercise of the Over-Allotment Option, the Birch Hill Selling Shareholders will, collectively, directly or indirectly, own or control approximately 45.6% of

(iii)

the issued and outstanding Common Shares (representing their non-diluted equity interest) and approximately 44.5% if the Over-Allotment Option is exercised in full (representing their non-diluted equity interest). As a result, the Birch Hill Selling Shareholders will continue to exert significant influence over us and our affairs. In addition, the Birch Hill Selling Shareholders are party to an Investor Rights Agreement that, among other things, provides for certain governance rights and registration rights in favour of the Birch Hill Selling Shareholders. See “Selling Shareholders” and “Risk Factors”. All of the Common Shares held upon completion of the Offering by the Selling Shareholders, and all of the Common Shares held by the remaining directors and members of management of the Company, will be subject to contractual lock-up agreements with the Underwriters. See “Plan of Distribution – Lock-Up Arrangements”.

The Underwriters, as principals, conditionally offer the Common Shares, subject to prior sale, if, as and when issued by the Company or sold by the Selling Shareholders and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under “Plan of Distribution” and subject to the approval of certain legal matters on behalf of the Company by Stikeman Elliott LLP and on behalf of the Underwriters by Davies Ward Phillips & Vineberg LLP.

In connection with the Offering, the Underwriters have been granted the Over-Allotment Option and may, subject to applicable law, over-allocate or effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market. A purchaser who acquires Common Shares forming part of the Underwriters’ over-allocation position acquires such Common Shares under this Prospectus, regardless of whether the Underwriters’ over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See “Plan of Distribution – Price Stabilization, Short Positions and Passive Market Making”.

The following table sets out the number of Common Shares that may be sold by the Selling Shareholders to the Underwriters pursuant to the Over-Allotment Option:

Underwriters’ Position

Maximum Size or Number of Securities Available

Exercise Period

Exercise Price

Over-Allotment Option 762,750 Common Shares For a period of 30 days after the Closing Date

C$29.50 per Common Share

The Underwriters propose to offer the Common Shares initially at the Offering Price specified above. After the Underwriters have made a reasonable effort to sell all of the Common Shares at such Offering Price, the Underwriters may subsequently reduce the selling price to investors from time to time in order to sell any of the Common Shares remaining unsold. Any such reduction will not affect the proceeds received by the Company or the Selling Shareholders. See “Plan of Distribution”.

An investment in the Common Shares is subject to a number of risks that should be considered by a prospective purchaser. Prospective investors should carefully consider the risk factors described under “Risk Factors” before purchasing the Common Shares.

TD Securities Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., Scotia Capital Inc., National Bank Financial Inc., ATB Capital Markets Inc., Raymond James Ltd., Laurentian Bank Securities Inc., RBC Dominion Securities Inc. and Goldman Sachs Canada Inc. are affiliates of banks that are members of a syndicate of lenders that have made credit facilities available to us or our subsidiaries. Accordingly, in connection with the Offering and pursuant to applicable securities

(iv)

legislation, the Company may be considered a “connected issuer” of TD Securities Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., Scotia Capital Inc., National Bank Financial Inc., ATB Capital Markets Inc., Raymond James Ltd., Laurentian Bank Securities Inc., RBC Dominion Securities Inc. and Goldman Sachs Canada Inc. for the purposes of securities laws in Canada. See “Description of Material Indebtedness” and “Plan of Distribution – Relationship Between Us and Certain of the Underwriters”.

Subscriptions will be received subject to rejection or allotment in whole or in part and the Underwriters reserve the right to close the subscription books at any time without notice. The closing of the Offering (the “Closing”) is expected to occur on or about October 15, 2021 (the “Closing Date”), or such other date as the Company, the Selling Shareholders and the Underwriters may agree, but in any event no later than October 27, 2021. The Common Shares will be deposited with CDS (as defined herein) in electronic form on the Closing Date through the non-certificated inventory system administered by CDS. A purchaser of Common Shares will receive only a customer confirmation from the registered dealer from or through which the Common Shares are purchased. No certificates will be issued to purchasers except in certain limited circumstances, and registration will be made in the depository service of CDS. See “Plan of Distribution – Non-Certificated Inventory System”.

Concurrently with this Offering and in a separate transaction, several of our optionholders, including one of the Individual Selling Shareholders (the “Subject Optionholders”), will enter into bilateral agreements with the Company pursuant to which such parties will agree that Softchoice will cancel certain of the vested options (the “Subject Options”) held by the Subject Optionholders in exchange for a cash payment representing the “in-the-money” amount of the Subject Options, less applicable withholding taxes and other fees (the “Option Cash-Out”). The Option Cash-Out will be satisfied from the net proceeds of the Treasury Offering. The Option Cash-Out is expected to close concurrently with the Offering. The completion of the Offering is not conditional upon the completion of the Option Cash-Out. See “Plan of Distribution”.

One of our directors, Amy Cappellanti-Wolf, and certain of the Selling Shareholders, namely, the Keika Selling Shareholder, reside outside of Canada. Such persons have appointed Softchoice at 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario, M5L 1B9 as their agent for service of process in Canada. Purchasers are advised that it may not be possible for them to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process. See “Risk Factors”.

Our head and registered office is located at 173 Dufferin Street, Suite 200, Toronto, ON, M6K 3H7. Our telephone number at our head and registered office is 416-588-9000 and our toll-free telephone number is 1-800-268-7638.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS ............................................................................................................................................. 1 

General Matters .............................................................................................................................................................................................. 1 Exchange Rate Data ..................................................................................................................................................................................... 1 Trademarks and Trade Names ............................................................................................................................................................ 2 Currency Presentation ............................................................................................................................................................................. 2 

DOCUMENTS INCORPORATED BY REFERENCE ...................................................................................................... 2 

MARKETING MATERIALS ................................................................................................................................................ 4 

FORWARD-LOOKING INFORMATION ........................................................................................................................ 4 

GLOSSARY .......................................................................................................................................................................... 7 

OVERVIEW OF SOFTCHOICE ....................................................................................................................................... 12 

CORPORATE STRUCTURE ............................................................................................................................................. 12 

USE OF PROCEEDS ......................................................................................................................................................... 13 

SELLING SHAREHOLDERS ............................................................................................................................................ 13 

DESCRIPTION OF SHARE CAPITAL ........................................................................................................................... 14 

Common Shares .......................................................................................................................................................................................... 15 Preferred Shares .......................................................................................................................................................................................... 16 Advance Notice ............................................................................................................................................................................................ 16 Investor Rights Agreement ................................................................................................................................................................... 17 Forum Selection ........................................................................................................................................................................................... 18 

DIVIDEND POLICY .......................................................................................................................................................... 18 

PRINCIPAL AND SELLING SHAREHOLDERS ........................................................................................................... 19 

DESCRIPTION OF MATERIAL INDEBTEDNESS ....................................................................................................... 19 

CONSOLIDATED CAPITALIZATION .......................................................................................................................... 20 

MARKET FOR SECURITIES AND TRADING PRICE AND VOLUME ..................................................................... 20 

PRIOR SALES ..................................................................................................................................................................... 21 

PLAN OF DISTRIBUTION ............................................................................................................................................... 22 

General ............................................................................................................................................................................................................. 22 Price Stabilization, Short Positions and Passive Market Making ................................................................................ 24 Non-Certificated Inventory System ............................................................................................................................................. 25 Lock-Up Arrangements ........................................................................................................................................................................ 25 Relationship Between Us and Certain of the Underwriters .......................................................................................... 26 Selling Restrictions ................................................................................................................................................................................... 26 

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ................................................................. 30 

ELIGIBILITY FOR INVESTMENT ................................................................................................................................... 32 

RISK FACTORS ................................................................................................................................................................. 33 

LEGAL PROCEEDINGS .................................................................................................................................................. 37 

LEGAL MATTERS AND EXPERTS ............................................................................................................................... 38 

INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS............................................ 38 

AUDITOR, TRANSFER AGENT AND REGISTRAR ................................................................................................... 38 

ENFORCEMENT OF JUDGEMENTS AGAINST FOREIGN PERSONS ................................................................. 38 

PURCHASERS’ STATUTORY RIGHTS ........................................................................................................................ 38 

ADDITIONAL INFORMATION ...................................................................................................................................... 39 

CERTIFICATE OF THE ISSUER ................................................................................................................................... C-1 

CERTIFICATE OF THE UNDERWRITERS ................................................................................................................. C-2 

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ABOUT THIS PROSPECTUS

General Matters

Unless otherwise indicated or the context otherwise requires, all references in this Prospectus to “Softchoice”, the “Company,” “us”, “our” or “we” or similar terms refer to Softchoice Corporation, together with its subsidiaries.

Investors should assume that the information appearing in this Prospectus is accurate only as at the date hereof or as otherwise indicated and that information contained in any document incorporated herein by reference is accurate only as of the date of that document or as otherwise indicated therein, regardless of the time of delivery of this Prospectus or of any sale of Common Shares pursuant hereto. An investor should rely only on the information contained in this Prospectus and the information incorporated by reference in this Prospectus. Neither the Company, the Selling Shareholders nor any of the Underwriters has authorized anyone to provide investors with additional or different information. The information contained on our website at www.softchoice.com is neither included in nor incorporated by reference into this Prospectus and prospective investors should not rely on such information when deciding whether or not to invest in the Common Shares. Any graphs, tables or other information demonstrating our historical performance or of any other entity contained in this Prospectus or the information incorporated by reference in this Prospectus are intended only to illustrate past performance and are not necessarily indicative of our future performance or the future performance of such entities.

The Underwriters are not offering to sell the Common Shares in any jurisdiction where the offer or sale of such securities is not permitted. For investors outside Canada, neither we, the Selling Shareholders nor any of the Underwriters has done anything that would permit the Offering or possession or distribution of this Prospectus in any jurisdiction where action for that purpose is required, other than in Canada. Investors are required to inform themselves about, and to observe any restrictions relating to, the Offering and the possession or distribution of this Prospectus.

Exchange Rate Data

The following table sets forth, for the periods indicated, the high, low, average and period-end spot rates of exchange for one U.S. dollar, expressed in Canadian dollars, published by the Bank of Canada.

12 Months Ended 6 Months Ended December 31,

2020 December 31,

2019 December 31,

2018 June 30,

2021 June 30,

2020 Highest rate during the period 1.4496 1.3600 1.3642 1.2828 1.4496 Lowest rate during the period 1.2718 1.2988 1.2288 1.2040 1.2970 Average rate for the period 1.3415 1.3269 1.2957 1.2470 1.3651 Rate at the end of the period 1.2732 1.2988 1.3642 1.2394 1.3628

On October 7, 2021, the indicative exchange rate posted by the Bank of Canada for conversion of U.S. dollars into Canadian dollars was U.S.$1.00 equals C$1.2558.

No representation is made that Canadian dollars could be converted into U.S. dollars at that rate or any other rate.

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Trademarks and Trade Names

This Prospectus and the information incorporated herein by reference include certain trademarks, such as “Softchoice”, , “Keystone” and “Success. Fully realized.”, which are protected under applicable intellectual property laws and are our property. Solely for convenience, our trademarks and trade names referred to in this Prospectus may appear without the ® or ™ symbol, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and trade names. All other trademarks used in this Prospectus are the property of their respective owners.

Currency Presentation

The Company presents its consolidated financial statements in U.S. dollars and presents its consolidated financial statements in U.S. dollars. In this Prospectus, all references to “C$” are to Canadian dollars and all references to “$”, “U.S.$” or “dollars” are to United States dollars. Amounts are stated in U.S. dollars unless otherwise indicated.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Senior Vice President, Legal and General Counsel of Softchoice Corporation at 173 Dufferin Street, Suite 200, Toronto, ON, M6K 3H7, telephone: 416-588-9000 (toll-free: 1-800-268-7638), and are also available electronically at www.sedar.com.

As of the date of this Prospectus, the Company has not yet filed its first annual information form as a reporting issuer. Instead, the Company has incorporated by reference into this Prospectus certain disclosure from the long form prospectus (the “IPO Prospectus”) dated May 26, 2021 in respect of our initial public offering (the “IPO”).

Except to the extent that their contents are modified or superseded by a statement contained in this Prospectus or in any other subsequently filed document that is also incorporated by reference in this Prospectus, the following documents of the Company filed with the securities commissions or similar regulatory authorities in each of the provinces and territories of Canada are specifically incorporated by reference into, and form an integral part of, this Prospectus:

(a) The IPO Prospectus, but excluding the disclosure in the following sections or subsections of the IPO Prospectus:

(i) “About this Prospectus”, at pages 1 to 3 of the IPO Prospectus, other than the subsection “About this Prospectus – Market, Industry and Economic Data”;

(ii) “Forward-Looking Information”, at pages 4 to 8 of the IPO Prospectus; (iii) “Eligibility for Investment”, at page 8 of the IPO Prospectus; (iv) “Glossary”, at pages 9 to 15 of the IPO Prospectus; (v) “Letter from the CEO”, at page 16 of the IPO Prospectus; (vi) “Prospectus Summary”, at pages 17 to 39 of the IPO Prospectus; (vii) “Overview of Softchoice – Corporate Structure”, at page 45 of the IPO Prospectus; (viii) “Use of Proceeds”, at page 62 of the IPO Prospectus;

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(ix) “Selected Consolidated Financial Information”, at pages 63 to 67 of the IPO Prospectus, but only insofar as it relates to the three-months ended March 31, 2021 and March 31, 2020;

(x) “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, at pages 68 to 99 of the IPO Prospectus, but only insofar as it relates to the three-months ended March 31, 2021 and March 31, 2020;

(xi) “Description of Share Capital”, at pages 99 to 104 of the IPO Prospectus; (xii) “Dividend Policy”, at page 105 of the IPO Prospectus; (xiii) “Principal and Selling Shareholders”, at page 105 of the IPO Prospectus; (xiv) “Description of Material Indebtedness”, at pages 106 to 107 of the IPO Prospectus; (xv) “Consolidated Capitalization”, at pages 107 to 108 of the IPO Prospectus; (xvi) “Prior Sales”, at page 109 of the IPO Prospectus; (xvii) “Plan of Distribution – General”, at pages 134 to 136 of the IPO Prospectus; (xviii) “Certain Canadian Federal Income Tax Considerations”, at pages 141 to 142 of the IPO

Prospectus; (xix) “Risk Factors – Risks Relating to the Offering and Ownership of the Common Shares”,

at pages 163 to 167 of the IPO Prospectus; (xx) “Legal and Regulatory Proceedings”, at page 168 of the IPO Prospectus; (xxi) “Legal Matters and Experts”, at page 168 of the IPO Prospectus; (xxii) “Interests of Management and Others in Material Transactions”, at page 168 of the IPO

Prospectus; (xxiii) “Auditor, Transfer Agent and Registrar”, at page 168 of the IPO Prospectus; (xxiv) “Enforcement of Judgements Against Foreign Persons”, at page 168 of the IPO

Prospectus; (xxv) “Purchasers’ Statutory Rights”, at page 169 of the IPO Prospectus; (xxvi) “Certificate of the Issuer”, at page C-1 of the IPO Prospectus; and (xxvii) “Certificate of the Underwriters”, at page C-2 of the IPO Prospectus

(collectively, the “Excluded Sections”);

(b) Our unaudited condensed consolidated interim financial statements for the six months ended June 30, 2021 and June 30, 2020, together with the notes thereto;

(c) Management’s discussion and analysis of our financial condition and results of operations for the six months ended June 30, 2021 and June 30, 2020 (the “Interim MD&A”); and

(d) Term sheet in respect of the Offering dated September 27, 2021 (the “Term Sheet”).

The Excluded Sections have not been incorporated by reference into, and do not form part of, this Prospectus since: (a) comparable and updated disclosure is included elsewhere in this Prospectus; or (b) such sections contain specific information relating to the offering of the securities under the IPO Prospectus and do not pertain to the offering of the securities that may be offered from time to time under this Prospectus.

Any documents of the type referred to in Item 11.1 of Form 44-101F1 of National Instrument 44-101 – Short Form Prospectus Distributions subsequently filed by us with the various securities commissions or similar authorities in Canada after the date of this Prospectus and prior to the completion or withdrawal of the Offering shall be deemed to be incorporated by reference into this Prospectus.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded, for the

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purposes of this Prospectus, to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not constitute a part of this Prospectus, except as so modified or superseded.

MARKETING MATERIALS

The Term Sheet is not part of this Prospectus to the extent that the contents of the Term Sheet have been modified or superseded by a statement contained in this Prospectus or any amendment. Any “template version” of “marketing materials” (each as defined in National Instrument 41-101 – General Prospectus Requirements) filed after the date of this Prospectus and before the termination of the distribution under the Offering (including any amendments to, or an amended version of, the Term Sheet) is deemed to be incorporated by reference into and form an integral part of this Prospectus.

FORWARD-LOOKING INFORMATION

This Prospectus contains “forward-looking information” within the meaning of applicable securities laws in Canada. Forward-looking information may relate to our future business, financial outlook and anticipated events or results and may include information regarding our financial position, business strategy, growth strategies, addressable markets, budgets, operations, financial results, taxes, dividend policy, plans and objectives. Particularly, information regarding our expectations of future results, performance, achievements, prospects or opportunities or the markets in which we operate is forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “budget”, “scheduled”, “estimates”, “outlook”, “financial outlook”, “forecasts”, “projection”, “prospects”, “strategy”, “intends”, “anticipates”, “does not anticipate”, “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, “will”, “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding possible future events or circumstances.

Discussions containing forward-looking information may be found, among other places in this Prospectus, under “Overview of Softchoice”, “Use of Proceeds”, “Description of Share Capital”, “Dividend Policy”, “Principal and Selling Shareholders”, “Plan of Distribution”, “Risk Factors” and “Enforcement of Judgements Against Foreign Persons” and in the sections “Overview of Softchoice”, “Selected Consolidated Financial Information”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Directors and Executive Officers”, “Corporate Governance”, “Executive Compensation”, “Director Compensation” and “Risk Factors” in the IPO Prospectus, which are incorporated herein by reference. These forward-looking statements include, among other things, statements relating to:

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the Company’s expectations regarding its financial performance, including among others, net sales, gross profit, expenses, Adjusted EBITDA (as defined in the IPO Prospectus), Adjusted Free Cash Flow Conversion (as defined in the IPO Prospectus) and operations;

the Company’s expectations regarding industry trends, growth of our addressable market, overall market growth rates and our growth rates and growth strategies;

our ability to maintain a highly predictable and visible net sales outlook; our business plans and strategies; the continued success of our commercial model; our ability to successfully implement and obtain the intended benefits of Project Monarch,

including procurement savings, pricing margin improvements and workforce efficiencies; our ability to continue to grow our salesforce, drive efficiency and salesforce productivity; the low capital intensity of our business model; our expectations regarding growth in our customer base, our ability to retain customers and

increase margin per customer; acceleration in growth of and adoption of new technologies; our relationship with our technology partners; our ability to continue to attract and retain talent; our competitive position in our industry; our intention to declare dividends; expectations regarding future director and executive compensation levels and plans; the long-term impact of COVID-19 (as defined herein) on our business, financial position,

results of operations and/or cash flows; the gross proceeds of the Offering and the anticipated use of proceeds; and the completion of the Offering.

This forward-looking information and other forward-looking information are based on our opinions, estimates and assumptions in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we currently believe are appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. Certain assumptions in respect of our expectations regarding our financial performance, including our ability to build our market share; our expectations related to our anticipated growth, including a significant rebound in customer spending from the levels observed in Fiscal 2020 (as defined herein); the stabilization of our business from the Project Monarch disruptions; AE (as defined in the IPO Prospectus) retention being in line with historical levels; the mix of high-contribution Commercial AEs (as defined in the IPO Prospectus) and high-growth Territory AEs (as defined in the IPO Prospectus) being roughly in line with historical levels; our ability to retain key personnel; our ability to maintain and expand geographic scope; our ability to execute on our expansion and growth strategies; our ability to continue to adapt, expand and develop our IT solutions and services; our ability to successfully implement and obtain the intended benefits of Project Monarch on a timely basis, including the anticipated procurement savings, pricing margin improvements and workforce efficiencies; our ability to obtain and maintain existing financing on acceptable terms; currency exchange and interest rates; the impact of competition; our expectations regarding industry trends; changes in our partner programs; the impact of COVID-19; the changes and trends in our industry or the global economy; and the changes in laws, rules, regulations, and international standards are material factors made in preparing forward-looking information and management’s expectations. See our Interim MD&A incorporated herein by reference for additional information concerning our strategies, assumptions and market outlook in relation to these assessments.

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Forward-looking information is necessarily based on a number of opinions, estimates and assumptions that we considered appropriate and reasonable as at the date such statements are made, and are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including, but not limited to, the following risk factors described in greater detail under the heading entitled “Risk Factors”:

risks related to the fact that the Birch Hill Selling Shareholders will continue to exercise substantial influence over us and their interests may conflict with those of other Shareholders;

risks related to the Common Shares and the Offering; future issuance of equity or other securities that are convertible into equity; other risks, uncertainties and factors inherent in our business and factors that are not known

to us at this time; and the other factors discussed under “Risk Factors” in the IPO Prospectus.

See “Risk Factors” and the other information included in this Prospectus and in the information incorporated herein by reference for a discussion of all of the risks that an investor should carefully consider before deciding to invest in the Common Shares.

If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. The opinions, estimates or assumptions referred to above and described in greater detail in “Risk Factors” should be considered carefully by readers.

Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not currently known to us or that we currently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information, which speaks only as at the date made. The forward-looking information contained in this Prospectus and in the information incorporated herein by reference represents our expectations as at the date of this Prospectus (or as the date they are otherwise stated to be made), and are subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws in Canada.

All of the forward-looking information contained in this Prospectus and in the information incorporated herein by reference is expressly qualified by the foregoing cautionary statements. Investors should read this entire Prospectus and consult their own professional advisors to ascertain and assess the income tax, legal, risk factors and other aspects of their investment in the Common Shares.

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GLOSSARY

This glossary defines certain business, industry, technical and legal terms used in this Prospectus for the convenience of the reader. It is not a comprehensive list of all defined terms used in this Prospectus. All references to time are based on the local time in Toronto, Ontario, Canada.

“Advance Notice Provisions” has the meaning set out under the heading “Description of Share Capital – Advance Notice”.

“affiliate” means, with respect to any specified Person, any other Person which directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with such specified Person.

“allowable capital loss” has the meaning set out under the heading “Certain Canadian Federal Income Tax Considerations – Taxation of Holders of Common Shares – Taxation of Capital Gains and Capital Losses”.

“Articles” has the meaning set out under the heading “Description of Share Capital”.

“Bank EBITDA” has the meaning set out under the heading “Description of Material Indebtedness”.

“BHEP Entrepreneurs IV LP” means Birch Hill Equity Partners (Entrepreneurs) IV, LP.

“BHEP IV LP” means Birch Hill Equity Partners IV, LP.

“BHEP US IV LP” means Birch Hill Equity Partners (US) IV, LP.

“BHEPMI” means Birch Hill Equity Partners Management Inc.

“Birch Hill Selling Shareholders” has the meaning set out on the cover page of this Prospectus.

“Board” means the board of directors of the Company.

“CBCA” means the Canada Business Corporations Act, as amended from time to time.

“CDS” means CDS Clearing and Depository Services Inc.

“CDS Participants” has the meaning set out under the heading “Plan of Distribution – Non-Certificated Inventory System”.

“Closing” has the meaning set out on the cover page of this Prospectus.

“Closing Date” has the meaning set out on the cover page of this Prospectus.

“Commercial customer” means a customer that spends between $2 million and less than $10 million per year on IT solutions.

“Common Shares” has the meaning set out on the cover page of this Prospectus.

“Companies (Winding Up and Miscellaneous Provisions) Ordinance” has the meaning set out under the heading “Plan of Distribution – Selling Restrictions - Notice to Prospective Investors in Hong Kong”.

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“Company” means Softchoice Corporation and its subsidiaries.

“COVID-19” means the outbreak of the coronavirus known as COVID-19, together with all variants thereof.

“Credit Agreement” has the meaning set out under the heading “Description of Material Indebtedness”.

“Credit Facility” has the meaning set out under the heading “Description of Material Indebtedness”.

“Demand Registration” has the meaning set out under the heading “Description of Share Capital – Investor Rights Agreement – Demand Registration Rights and Piggy-Back Registration Rights”.

“DSU” means deferred share unit.

“Excluded Sections” has the meaning set out under the heading “Documents Incorporated by Reference”.

“FIFA” has the meaning set out under the heading “Plan of Distribution – Selling Restrictions - Notice to Prospective Investors in Japan”.

“FinSA” has the meaning set out under the heading “Plan of Distribution – Selling Restrictions - Notice to Prospective Investors in Switzerland”.

“Fiscal 2020” means the Company’s fiscal year ended December 31, 2020.

“Hardware” means tangible IT products, including computing devices, peripherals and physical components thereof and hardware maintenance and warranties.

“Holder” has the meaning set out under the heading “Certain Canadian Federal Income Tax Considerations”.

“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board.

“Individual Selling Shareholders” means, collectively, Lawrence Pentland, Anthony Gibbons, Frances Horodelski, David MacDonald, Elizabeth Whyte, Jeff Reis and Habeeb Syed.

“Interim MD&A” has the meaning set out under the heading “Documents Incorporated by Reference”.

“Investor Rights Agreement” has the meaning set out under the heading “Description of Share Capital – Investor Rights Agreement”.

“IPO” has the meaning set out on the cover page of this Prospectus.

“IPO Prospectus” has the meaning set out under the heading “Documents Incorporated by Reference”.

“IT” means information technology.

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“IT solutions” means IT services (including Professional Services and/or Managed Services Solutions) and Products, or any combination thereof that is packaged and provided as an integrated turnkey solution.

“IT solutions provider” means a Person who provides IT solutions.

“Joint Bookrunners” has the meaning set out on the cover page of this Prospectus.

“Keika Selling Shareholder” has the meaning set out on the cover page of this Prospectus.

“Legacy Option Plan” means the Softchoice Stock Option Plan dated as of January 1, 2014, as amended and restated as of September 26, 2017, as further amended and restated as of August 10, 2018 and as further amended and restated as of June 1, 2021.

“LTIP” means the long-term incentive plan of the Company adopted as of June 1, 2021.

“Managed Services Solutions” means the operation and maintenance of IT systems and/or applications, performed on a recurring basis by a third-party provider.

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

“Notice Date” has the meaning set out under the heading “Description of Share Capital – Advance Notice”.

“Offering” has the meaning set out on the cover page of this Prospectus.

“Offering Price” has the meaning set out on the cover page of this Prospectus.

“Option Cash-Out” has the meaning set out on the cover page of this Prospectus.

“Over-Allotment Option” has the meaning set out on the cover page of this Prospectus.

“Over-Allotment Shares” has the meaning set out on the cover page of this Prospectus.

“Person” means any individual, partnership, corporation, company, association, trust, joint venture or limited liability company.

“Piggy-Back Registration” has the meaning set out under the heading “Description of Share Capital – Investor Rights Agreement – Demand Registration Rights and Piggy-Back Registration Rights”.

“Pre-Closing Capital Changes” has the meaning set out under the heading “Selling Shareholders”.

“Preferred Shares” means the preferred shares of the Company, issuable in series.

“Products” means the software, subscriptions (including cloud-based services) and Hardware sold by the Company.

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“Professional Services” means IT services including project-based services and provision of temporary skilled IT staff, performed by the Company, or by subcontracted or referral partners, on behalf of the Company.

“Project Monarch” means the Company’s initiative to implement a new enterprise resource planning system, human resources information system, customer relationship management system and pricing tools to automate processes.

“Prospectus” has the meaning set out on the cover page of this Prospectus.

“RDSP” has the meaning set out under the heading “Eligibility for Investment”.

“Registrable Securities” has the meaning set out under the heading “Description of Share Capital – Investor Rights Agreement – Demand Registration Rights and Piggy-Back Registration Rights”.

“Regulation 32” has the meaning set out under the heading “Plan of Distribution – Selling Restrictions - Notice to Prospective Investors in Singapore”.

“Relevant Member State” has the meaning set out under the heading “Plan of Distribution – Selling Restrictions - Notice to Prospective Investors in the European Economic Area”.

“Relevant Persons” has the meaning set out under the heading “Plan of Distribution – Selling Restrictions - Notice to Prospective Investors in the United Kingdom”.

“RESP” has the meaning set out under the heading “Eligibility for Investment”.

“RRIF” has the meaning set out under the heading “Eligibility for Investment”.

“RRSP” has the meaning set out under the heading “Eligibility for Investment”.

“RSU” means restricted share unit.

“Secondary Offering” has the meaning set out on the cover page of this Prospectus.

“Securities and Futures Ordinance” has the meaning set out under the heading “Plan of Distribution – Selling Restrictions - Notice to Prospective Investors in Hong Kong”.

“SEDAR” means the System for Electronic Document Analysis and Retrieval.

“Selling Shareholders” has the meaning set out on the cover page of this Prospectus.

“SFA” has the meaning set out under the heading “Plan of Distribution – Selling Restrictions - Notice to Prospective Investors in Singapore”.

“Shareholders” means the holders of the Common Shares.

“Softchoice”, the “Company”, “us”, “our” or “we” has the meaning set out on the cover page of this Prospectus.

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“Software & Cloud” means: (a) software licenses or subscriptions, including related maintenance and support, where such software is installed on premise and/or in a software-as-a-service model; and (b) consumption of public cloud services or infrastructure as a service.

“Subject Optionholders” has the meaning set out on the cover page of this Prospectus.

“Subject Options” has the meaning set out on the cover page of this Prospectus.

“Tax Act” has the meaning set out under the heading “Eligibility for Investment”.

“Tax Proposals” has the meaning set out under the heading “Certain Canadian Federal Income Tax Considerations”.

“taxable capital gain” has the meaning set out under the heading “Certain Canadian Federal Income Tax Considerations – Taxation of Holders of Common Shares – Taxation of Capital Gains and Capital Losses”.

“Term Sheet” has the meaning set out under the heading “Documents Incorporated by Reference”.

“TFSA” has the meaning set out under the heading “Eligibility for Investment”.

“Treasury Offering” has the meaning set out on the cover page of this Prospectus.

“TSX” has the meaning set out on the cover page of this Prospectus.

“UMIR” means the Universal Market Integrity Rules of The Investment Industry Regulatory Organization of Canada.

“Underwriters” has the meaning set out on the cover page of this Prospectus.

“Underwriters’ Fee” has the meaning set out on the cover page of this Prospectus.

“Underwriting Agreement” has the meaning set out on the cover page of this Prospectus.

“U.S.” means the United States of America.

“U.S.$”, “$” or “dollars” means United States dollars.

“U.S. Securities Act” has the meaning set out on the cover page of this Prospectus.

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OVERVIEW OF SOFTCHOICE

Softchoice is a leading IT solutions provider in North America. We design, procure, implement and manage complex multi-vendor IT environments which enable our customers’ digital transformations using a results-oriented engagement model that drives long-term relationships. Our IT solutions, which draw upon our knowledge of foundational software applications, allow our customers to remain agile, competitive, productive, compliant with applicable licenses and secure in today’s rapidly evolving digital economy. As at June 30, 2021, we had more than 1,860 team members with a physical presence across 26 markets in the U.S. and Canada. We are of the view that this provides Softchoice with a unique mix of national reach with local market knowledge.

We believe we are differentiated from other participants in the IT solutions market by our ability to provide valuable data-driven insights on our customers’ IT requirements. The technology journey for organizations has become increasingly complex and there is a growing emphasis on digital transformation to remain competitive. At Softchoice, fulfilling these customer needs with comprehensive and innovative IT solutions, is at the core of what we do. Our IT solutions engage elements of Software & Cloud, Hardware, Professional Services and Managed Services Solutions.

We use a comprehensive customer engagement model which includes the full lifecycle of IT solutions. Our ability to provide unique insights to our customers throughout the IT solutions development and implementation lifecycle serves as a foundation for our lasting customer relationships and growth outlook.

Over the last 30 years, we have successfully grown to become one of North America’s leading IT solutions and services providers. Although we have undergone significant transformation and expanded into new markets, our commitment to creating success for our customers and our people is stronger than ever.

Further information regarding the Company and its business is set out in the IPO Prospectus under the heading “Overview of Softchoice”, which is incorporated herein by reference.

CORPORATE STRUCTURE

Softchoice Corporation was initially incorporated under the CBCA on November 11, 1989, was amalgamated with Softchoice Holdings Inc. on December 31, 2019 and, in connection with certain pre-closing reorganization transactions relating to our IPO, was amalgamated with 13018164 Canada Inc. on June 1, 2021 and continues to exist as Softchoice Corporation. Our head and registered office is located at 173 Dufferin Street, Suite 200, Toronto, ON, M6K 3H7. Our telephone number at our head and registered office is 416-588-9000 and our toll-free telephone number is 1-800-268-7638.

The following sets out our material wholly-owned subsidiaries, their applicable governing jurisdictions and the percentage of their voting securities which are beneficially owned, or controlled or directed, directly or indirectly, by the Company:

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USE OF PROCEEDS

Proceeds from the Treasury Offering

The aggregate net proceeds of the Treasury Offering to the Company will be approximately C$10,207,179.36 after deduction of the Underwriters’ Fee of C$425,299.14 (net proceeds of C$10,207,179.36 assuming the exercise of the Over-Allotment Option in full).

The Company intends to use the net proceeds from the Treasury Offering to make cash payments to the Subject Optionholders in settlement of vested options held by the Subject Optionholders. See “Plan of Distribution”.

Proceeds from the Secondary Offering

The aggregate net proceeds of the Secondary Offering to the Selling Shareholders will be approximately C$133,800,020.64 after deduction of the Underwriters’ Fee of C$5,575,000.86 (net proceeds of C$155,401,100.64 assuming the exercise of the Over-Allotment Option in full). For a discussion of the nature of our relationship with the Selling Shareholders, please see “Selling Shareholders” below.

We will not receive any of the proceeds from the Secondary Offering.

SELLING SHAREHOLDERS

The Selling Shareholders under this Offering consist of the Birch Hill Selling Shareholders, the Keika Selling Shareholder and the Individual Selling Shareholders. The Selling Shareholders have agreed to sell an aggregate of 4,724,577 Common Shares to the Underwriters pursuant to the Underwriting Agreement (4,131,154 Common Shares by the Birch Hill Selling Shareholders, 420,117 Common Shares by the Keika Selling Shareholder and 173,306 Common Shares by the Individual Selling Shareholders),

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as described under the heading “Plan of Distribution”. The Birch Hill Selling Shareholders, the Keika Selling Shareholder and the Individual Selling Shareholders will receive net proceeds of C$116,994,281.28, C$11,897,713.44 and C$4,908,025.92, respectively, from the sale of the Common Shares under this Offering (C$136,601,406.72, C$13,891,668 and C$4,908,025.92 if the Over-Allotment Option is exercised in full).

The Common Shares being sold and distributed under this Offering by each of the Selling Shareholders were acquired through certain pre-closing capital reorganization transactions (the “Pre-Closing Capital Changes”) completed immediately prior to the closing of our IPO on June 1, 2021. The Pre-Closing Capital Changes are described in further detail in the IPO Prospectus.

The following table sets forth information with respect to the ownership of record and beneficially of Common Shares by the Selling Shareholders as of the date hereof, as adjusted to reflect the completion of the Offering (assuming no exercise of the Over-Allotment Option).

Immediately Prior to the Closing Number of Common Shares to be Sold in the

Offering(7)

Immediately Following the Closing

Name

Number of Common Shares

Owned

Percentage of Outstanding

Shares

Number of Common Shares

Owned

Percentage of Outstanding

Shares Birch Hill Selling Shareholders(1) .............. 31,287,274(2) 52.9%(3) 4,131,154 27,156,120 45.6%(8) Keika Selling Shareholder ........................... 3,181,756 5.4%(4) 420,117 2,761,639 4.6%(9) Individual Selling Shareholders ............... 1,335,050(5) 2.3%(6) 173,306 1,161,744 2.0%(10)

Note: (1) The general partner of each of BHEP Entrepreneurs IV LP, BHEP IV LP and BHEP US IV LP is BHEPMI, which is owned

by Birch Hill Equity Partners Inc., which in turn is owned by employees of BHEPMI. Voting and dispositive powers with respect to the Common Shares will be held by the Birch Hill Selling Shareholders upon completion of the Offering. The board of directors of BHEPMI is comprised of Stephen Dent, John MacIntyre, Michael Salamon and David G. Samuel, each of whom disclaims any beneficial ownership of the Common Shares held by the Birch Hill Selling Shareholders.

(2) Representing 329,955 Common Shares held by BHEP Entrepreneurs IV LP, 12,519,658 Common Shares held by BHEP IV LP and 18,437,661 Common Shares held by BHEP US IV LP.

(3) On a fully-diluted basis, 49.3%. (4) On a fully-diluted basis, 5.0%. (5) Representing 727,043 Common Shares beneficially owned by David MacDonald (one of our directors), 60,063

Common Shares beneficially owned by Elizabeth Whyte, 193,184 Common Shares beneficially owned by Lawrence Pentland (one of our directors), 104,049 Common Shares beneficially owned by Anthony Gibbons (one of our directors), 71,334 Common Shares beneficially owned by Frances Horodelski, 71,477 Common Shares beneficially owned by Jeff Reis (our Senior Vice President, Information Technology) and 99,918 Common Shares beneficially owned by Habeeb Syed (our Senior Vice President, Legal and General Counsel).

(6) On a fully-diluted basis, 2.3%. (7) If the Over-Allotment Option is exercised in full, the Underwriters will purchase an additional 692,342 Common

Shares from the Birch Hill Selling Shareholders and an additional 70,408 Common Shares from the Keika Selling Shareholder.

(8) On a fully-diluted basis, 42.8%. If the Over-Allotment Option is exercised in full, the Birch Hill Selling Shareholders will own 44.5% (41.7% on a fully-diluted basis) of the issued and outstanding Common Shares immediately following the Closing.

(9) On a fully-diluted basis, 4.3%. If the Over-Allotment Option is exercised in full, the Keika Selling Shareholder will own 4.6% (4.2% on a fully-diluted basis) of the issued and outstanding Common Shares immediately following the Closing.

(10) On a fully-diluted basis, 2.1%. If the Over-Allotment Option is exercised in full, the Individual Selling Shareholders will own 2.0% (2.0% on a fully-diluted basis) of the issued and outstanding Common Shares immediately following the Closing.

DESCRIPTION OF SHARE CAPITAL

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The following description of our share capital and provisions of our articles (the “Articles”) are summaries and are qualified by reference to our Articles, which are available electronically at www.sedar.com.

Our authorized share capital consists of: (a) an unlimited number of Common Shares; and (b) an unlimited number of Preferred Shares, issuable in series. As at the date hereof, there are an aggregate of 59,151,685 Common Shares and no Preferred Shares issued and outstanding. Upon completion of the Offering, there will be 59,512,108 Common Shares (59,512,108 Common Shares if the Over-Allotment Option is exercised in full) and no Preferred Shares issued and outstanding.

Common Shares

Voting Rights

Holders of Common Shares are entitled to one vote per Common Share on all matters upon which Shareholders are entitled to vote.

Pre-Emptive and Retraction Rights

Holders of Common Shares have no pre-emptive or retraction rights.

Redemption Rights

Holders of Common Shares have no redemption or purchase for cancellation rights.

Liquidation

Upon a liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of Common Shares, without preference or distinction, will be entitled to receive rateably all of our assets remaining after payment of all debts and other liabilities, subject to any preferential rights of the holders of any outstanding Preferred Shares.

Dividend Rights

Holders of outstanding Common Shares are entitled to receive dividends out of our assets legally available for the payment of dividends at such times and in such amount and form as our Board may from time to time determine, subject to any preferential rights of the holders of any outstanding Preferred Shares. See “Dividend Policy” and “Risk Factors – Risks Relating to Our General Operations – Payment of dividends” in our IPO Prospectus, which subsection is incorporated herein by reference. We are permitted to pay dividends unless there are reasonable grounds for believing that: (a) we are, or would after such payment be, unable to pay our liabilities as they become due; or (b) the realizable value of our assets would, as a result of such payment, be less than the aggregate of our liabilities and stated capital of all classes of shares of the Company. In the event of a payment of a dividend in the form of shares of the Company, Common Shares shall be distributed, unless otherwise determined by our Board.

Conversion

The Common Shares are not convertible into any other class of shares of the Company.

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Meetings of Shareholders

Holders of Common Shares are entitled to receive notice of any meeting of our Shareholders and may attend and vote at such meetings, except those meetings where only the holders of shares of another class or of a particular series are entitled to vote. A quorum for the transaction of business at a meeting of Shareholders is present if Shareholders who, together, hold not less than 25% of the votes attaching to our outstanding shares entitled to vote at the meeting are present in person or represented by proxy.

Preferred Shares

We are authorized to issue from time to time an unlimited number of Preferred Shares issuable in series. Each series of Preferred Shares shall consist of such number of Preferred Shares and having such rights, privileges, restrictions and conditions as may be determined by our Board prior to the issuance thereof. Holders of Preferred Shares, except as otherwise provided in the terms specific to a series of Preferred Shares or as required by law, will not be entitled to vote at meetings of holders of shares of the Company, and will not be entitled to vote separately as a class upon a proposal to amend our Articles in the case of an amendment of the kind referred to in paragraph (a), (b) or (e) of subsection 176(1) of the CBCA. The Preferred Shares of each series, if and when issued, will, with respect to the payment of dividends, rank on parity with the Preferred Shares of every other series and will be entitled to preference over the Common Shares and any other shares of the Company ranking junior to the Preferred Shares with respect to payment of dividends and distribution of any property or assets in the event of the Company’s liquidation, dissolution or winding-up, whether voluntary or involuntary.

The issuance of Preferred Shares and the terms selected by our Board could decrease the amount of earnings and assets available for distribution to holders of our Common Shares or adversely affect the rights and powers, including the voting rights, of the holders of our Common Shares without any further vote or action by the holders of our Common Shares. The issuance of Preferred Shares, or the issuance of rights to purchase Preferred Shares, could make it more difficult for a third-party to acquire a majority of our outstanding voting shares and thereby have the effect of delaying, deferring or preventing a change of control of us or an unsolicited acquisition proposal or of making the removal of management more difficult. Additionally, the issuance of Preferred Shares may have the effect of decreasing the market price of our Common Shares.

We have agreed to file an undertaking with the Ontario Securities Commission pursuant to which we will agree to provide reasonable prior notice to the Ontario Securities Commission in the event the Company intends to issue a series of Preferred Shares that: (a) carry a greater number of votes on a per share basis, irrespective of the number or percentage of Preferred Shares owned, than the Common Shares; or (b) would cause any of the factors set out in section 4.1 of OSC Rule 56-501 – Restricted Shares to be present in relation to the Common Shares.

Advance Notice

We have included certain advance notice provisions with respect to the election of our directors in our by-laws (the “Advance Notice Provisions”). The Advance Notice Provisions are intended to: (a) facilitate orderly and efficient annual general meetings or, where the need arises, special meetings; (b) ensure that all Shareholders receive adequate notice of Board nominations and sufficient information with respect to all nominees; and (c) allow Shareholders to register an informed vote. Only persons who are nominated by Shareholders in accordance with the Advance Notice

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Provisions will be eligible for election as directors at any annual meeting of Shareholders, or at any special meeting of Shareholders if one of the purposes for which the special meeting was called was the election of directors.

Under the Advance Notice Provisions, a Shareholder wishing to nominate a director would be required to provide us notice, in the prescribed form, within the prescribed time periods. These time periods include: (a) in the case of an annual meeting of Shareholders (including annual and special meetings), not less than 30 days prior to the date of the annual meeting of Shareholders; provided, that if the first public announcement of the date of the annual meeting of Shareholders (the “Notice Date”) is less than 50 days before the meeting date, not later than the close of business on the 10th day following the Notice Date; and (b) in the case of a special meeting (which is not also an annual meeting) of Shareholders called for any purpose which includes electing directors, not later than the close of business on the 15th day following the Notice Date, provided that, in either instance, if notice-and-access (as defined in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer) is used for delivery of proxy related materials in respect of a meeting described above, and the Notice Date in respect of the meeting is not less than 50 days prior to the date of the applicable meeting, the notice must be received not later than the close of business on the 40th day before the applicable meeting.

Investor Rights Agreement

In connection with the ongoing investment by the Birch Hill Selling Shareholders in the Company, each of the Birch Hill Selling Shareholders entered into an investor rights agreement with the Company on June 1, 2021 (the “Investor Rights Agreement”). The following is a summary of the material attributes and characteristics of the Investor Rights Agreement. This summary is qualified in its entirety by reference to the provisions of the Investor Rights Agreement, which is available electronically at www.sedar.com.

Director Nomination Rights

Pursuant to the Investor Rights Agreement, the Birch Hill Selling Shareholders, as a group, have the right to nominate: (a) two individuals for election to the Board so long as they own or control, in the aggregate, at least 10% of the Common Shares; and (b) one individual for election to the Board so long as they own or control, in the aggregate, at least 5% but less than 10% of the Common Shares. The Birch Hill Selling Shareholders will not have the right to nominate any individuals for election to the Board if they own or control, in the aggregate, less than 5% of the Common Shares.

Demand Registration Rights and Piggy-Back Registration Rights

In addition, pursuant to the Investor Rights Agreement, the Company has agreed to grant the Birch Hill Selling Shareholders registration rights in respect of any Common Shares held by the Birch Hill Selling Shareholders from time to time (the “Registrable Securities”). The Birch Hill Selling Shareholders may require us to effect a registration for a public offering in the jurisdiction(s) where we are a reporting issuer of all or any portion of the Registrable Securities (a “Demand Registration”). We shall be obligated to effect no more than four Demand Registrations in any twelve-month period.

We are required to give prompt notice to the Birch Hill Selling Shareholders of our intention to register any securities for sale in a public offering, whether the registration is on our behalf or pursuant to a Demand Registration. Upon receiving such notice, the Birch Hill Selling Shareholders may require

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that all or a specified part of the Registrable Securities held by the Birch Hill Selling Shareholders be included in the proposed registration (a “Piggy-Back Registration”).

Forum Selection

We have included a forum selection provision in our by-laws that provides that, unless we consent in writing to the selection of an alternative forum, the Superior Court of Justice of the Province of Ontario, Canada and appellate courts therefrom (or, failing such court, any other “court” as defined in the CBCA having jurisdiction, and the appellate courts therefrom), will be the sole and exclusive forum for: (a) any derivative action or proceeding brought on our behalf; (b) any action or proceeding asserting a breach of fiduciary duty owed by any of our directors, officers or other employees to us; (c) any action or proceeding asserting a claim arising pursuant to any provision of the CBCA or our Articles or by-laws; or (d) any action or proceeding asserting a claim otherwise related to our “affairs” (as defined in the CBCA). Our forum selection by-law also provides that our securityholders are deemed to have consented to personal jurisdiction in the Province of Ontario and to service of process on their counsel in any foreign action initiated in violation of our by-laws.

DIVIDEND POLICY

It is the intention of the Board to declare a quarterly dividend on an ongoing basis. It is expected that future dividend payments will be made to Shareholders of record of the Common Shares as at the close of business on the last business day of each calendar quarter and that the related payment date will be the fifteenth day of the month following the record date, or if such day is not a business day, the immediately preceding business day. Holders of Common Shares will be entitled to receive dividends out of the assets of the Company legally available for the payment of dividends at such times and in such amount and form as the Board may determine.

On September 10, 2021, the Company declared its first cash dividend in the amount of C$0.093 per Common Share for the period from and including June 1, 2021, being the closing date of our IPO, to September 30, 2021, payable as of October 15, 2021 to Shareholders of record at the close of business on September 30, 2021. The Company anticipates paying quarterly cash dividends estimated to be approximately C$0.07 per Common Shares.

It is expected that future dividend payments will be made to Shareholders of record as at the close of business on the last business day of each calendar quarter (September 30, December 31, March 31 and June 30) and that the related payment date will be the fifteenth day of the month following the record date (October 15, January 15, April 15 and July 15), or, if such day is not a business day, the immediately preceding business day. The first dividend that purchasers of Common Shares in the Offering would be entitled to receive is the dividend which is expected to be paid on or about January 15, 2022 to shareholders of record on or about December 31, 2021.

The amount and timing of the payment of any dividends are not guaranteed and any determination to pay dividends in the future will be at the discretion of our Board and will depend on many factors, including, among others, our financial condition, current and anticipated cash requirements, contractual restrictions and financing agreement covenants, solvency tests imposed by applicable corporate law and other factors that our Board may deem relevant. The payment of dividends by the Company is governed by the liquidity and insolvency tests described in the CBCA, pursuant to which, after the payment of a dividend, the Company must be able to pay its liabilities as they become due and the realizable value of its assets must be greater than its liabilities and the legal stated capital of all classes of its outstanding securities. See “Risk Factors – Risks Relating to Our

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General Operations – Payment of dividends” in our IPO Prospectus, which subsection is incorporated herein by reference.

PRINCIPAL AND SELLING SHAREHOLDERS

Upon completion of the Offering, the Birch Hill Selling Shareholders will, collectively, directly or indirectly, own or control approximately 45.6% of the issued and outstanding Common Shares (representing their non-diluted equity interest) and approximately 44.5% if the Over-Allotment Option is exercised in full (representing their non-diluted equity interest).

The following table sets out certain information with respect to the Shareholders who, immediately following Closing, will, to our knowledge, beneficially own, control or direct, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to any class of our voting securities:

Immediately Prior to the Closing Immediately Following Closing

Number of Common Shares

Number of Common Shares Sold in the

Offering Number of Common

Shares

Percentage of Total Outstanding Common

Shares Birch Hill Selling Shareholders(1)

31,287,274 4,131,154(2) 27,156,120 45.6% (3)

Note: (1) The general partner of each of BHEP Entrepreneurs IV LP, BHEP IV LP and BHEP US IV LP is BHEPMI, which is owned

by Birch Hill Equity Partners Inc., which in turn is owned by employees of BHEPMI. Voting and dispositive powers with respect to the Common Shares will be held by the Birch Hill Selling Shareholders upon completion of the Offering. The board of directors of BHEPMI is comprised of Stephen Dent, John MacIntyre, Michael Salamon and David G. Samuel, each of whom disclaims any beneficial ownership of the Common Shares held by the Birch Hill Selling Shareholders.

(2) If the Over-Allotment Option is exercised in full, the Birch Hill Selling Shareholders will sell an additional 692,342 Common Shares.

(3) On a fully-diluted basis, 42.8%. If the Over-Allotment Option is exercised in full, the Birch Hill Selling Shareholders will own 44.5% (41.7% on a fully-diluted basis) of the issued and outstanding Common Shares immediately following the Closing.

DESCRIPTION OF MATERIAL INDEBTEDNESS

The following is a description of the material indebtedness of the Company. The following summaries are not exhaustive and are qualified by the terms of the agreements referred to below, which are available electronically at www.sedar.com. Investors are encouraged to read the full text of these agreements.

On June 1, 2021, the Company and certain of its subsidiaries, as borrowers, entered into a credit agreement (the “Credit Agreement”) with The Toronto-Dominion Bank, as administrative agent, and a syndicate of lenders, providing for a revolving term loan of up to $275 million (the “Credit Facility”), which amount may be increased in accordance with the terms of the Credit Agreement by a further $100 million which will be uncommitted, and with a maturity date of June 1, 2026.

As at June 30, 2021, $82.2 million was drawn on the Credit Facility. The total remaining amount available to be drawn on the revolvers as at June 30, 2021 was $192.8 million.

Drawn funds on the Credit Facility will be classified as non-current liabilities and subject to interest rates at Canadian prime, U.S. base rate, Canadian bankers acceptances and LIBOR and for interest periods selected by the Company, plus the applicable spread based on total net funded debt

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to levels of Bank EBITDA (as determined in accordance with the Credit Agreement). The Credit Facility is expected to mature on or about June 1, 2026, at which time the Company will be required to repay all outstanding amounts.

The Credit Facility is secured (subject to customary exceptions and other exceptions to be agreed upon by the parties thereto) by: (a) general security agreements over all of the assets of the Company and its subsidiaries, which provide for a first-ranking security interest in favour of the administrative agent, acting on behalf of the syndicate of lenders; (b) unlimited guarantees provided by all subsidiaries of the Company and an unlimited guarantee by the Company of the obligations of any other borrowers and other subsidiaries of the Company that have incurred bank product related obligations; and (c) first-ranking pledges of the equity interests of all subsidiaries of the Company.

The Credit Agreement contains customary representations and warranties, affirmative and negative covenants and events of default in addition to other customary provisions for credit agreements negotiated in the context of comparable transactions. In particular, the Company may make cash distributions to Shareholders provided no default or event of default then exists or would result therefrom, and the Company being in compliance with its then applicable leverage ratio and interest coverage ratio. The Company is able to consummate certain permitted acquisitions subject to an annual cap of $75 million. The Company is currently in compliance with all covenants contained in the Credit Agreement, and no material breach of the Credit Agreement has occurred or been waived.

Under the terms of the Credit Agreement, certain covenants will be calculated based on consolidated EBITDA (as determined in accordance with the Credit Agreement and which we refer to as “Bank EBITDA” in this Prospectus), which is approximately $87 million for Fiscal 2020. Bank EBITDA is used by the Company’s lenders to assess the Company’s compliance with certain debt covenants under the Credit Facility.

CONSOLIDATED CAPITALIZATION

Other than as described in this Prospectus and as otherwise provided for in connection with the Offering, there have been no material changes in our share or loan capital since June 30, 2021, being the date of our most recently filed unaudited condensed interim consolidated financial statements.

MARKET FOR SECURITIES AND TRADING PRICE AND VOLUME

The Common Shares are listed for trading on the TSX under the symbol “SFTC”. The following table shows the monthly range of high and low prices per Common Share at the close of market on the TSX, as well as total monthly volumes of the Common Shares traded on the TSX from the date of closing of our IPO to the date immediately before the date of this Prospectus:

Month High Low Volume June 2021 ....................................................................................... C$22.37 C$19.90 2,382,556 July 2021 ......................................................................................... C$28.75 C$22.80 1,194,756 August 2021 .................................................................................. C$40.00 C$29.08 996,776 September 2021 ........................................................................ C$32.81 C$29.40 1,769,640 October 1 – 7, 2021…………………………………………………… C$29.21 C$29.09 423,427

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PRIOR SALES

On June 1, 2021 and in connection with the Pre-Closing Capital Changes, the Company issued (a) an aggregate of 33,669,966 Common Shares to the Birch Hill Selling Shareholders and 3,424,064 Common Shares to the Keika Selling Shareholder; and (b) an aggregate of 4,241,710 Common Shares to certain directors and employees of the Company. Furthermore, on June 1, 2021 and in connection with our IPO, the Company issued an aggregate of 4,375,000 Common Shares to the public and the Birch Hill Selling Shareholders and the Keika Selling Shareholder, together with Madidus Limited, sold an aggregate of 13,125,000 Common Shares to the public, in each case, at a price of C$20.00 per Common Share.

In addition, an aggregate of 38,525 RSUs were issued to certain employees of Softchoice on June 1, 2021 and an aggregate of 684 DSUs and 1,512 DSUs were issued to certain directors of Softchoice on June 30, 2021 and September 30, 2021, respectively.

Other than as described above, the following table summarizes issuances of our Common Shares, or securities convertible into Common Shares, during the twelve-month period preceding the date of this Prospectus.

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Date of Issuance Description of Transaction Number of Securities

Issued Issuance/Exercise Price per Security

May 18, 2021 Issuance of Common Shares on incorporation 1 C$1.00 June 3, 2021 Issuance of Common Shares on the exercise of

options 11,589 C$5.50

June 3, 2021 Issuance of Common Shares on the exercise of options

1,336 C$6.29

June 3, 2021 Issuance of Common Shares on the exercise of options

176,890 C$0.0003

June 16, 2021 Issuance of Common Shares on the exercise of options

7,900 C$2.28

August 20, 2021 Issuance of Common Shares on the exercise of options

19,497 C$1.65

August 20, 2021 Issuance of Common Shares on the exercise of options

6,000 C$2.28

August 20, 2021 Issuance of Common Shares on the exercise of options

1,700 C$2.91

August 23, 2021 Issuance of Common Shares on the exercise of options

4,600 C$2.28

August 24, 2021 Issuance of Common Shares on the exercise of options

400 C$2.28

August 24, 2021 Issuance of Common Shares on the exercise of options

11,192 C$2.91

August 25, 2021 Issuance of Common Shares on the exercise of options

750 C$2.91

August 26, 2021 Issuance of Common Shares on the exercise of options

900 C$2.91

September 1, 2021 Issuance of Common Shares on the exercise of options

2,228 C$6.29

September 7, 2021 Issuance of Common Shares on the exercise of options

58,963 C$1.58

September 9, 2021 Issuance of Common Shares on the exercise of options

10,000 C$2.28

September 17, 2021

Issuance of Common Shares on the exercise of options

2,000 C$5.50

PLAN OF DISTRIBUTION

General

Pursuant to the Underwriting Agreement, the Company has agreed to issue and sell 360,423 Common Shares pursuant to the Treasury Offering, the Selling Shareholders have agreed to sell 4,724,577 Common Shares pursuant to the Secondary Offering, and the Underwriters have severally agreed to purchase on Closing such Common Shares at a price of C$29.50 per Common Share, payable in cash to the Company and/or the Selling Shareholders against delivery of the Common Shares on the Closing Date, or such later date as may be agreed pursuant to the Underwriting Agreement, but no later than October 27, 2021, for aggregate gross proceeds of C$10,632,478.50 to the Company and C$139,375,021.50 to the Selling Shareholders, subject to and in compliance with all of the necessary legal requirements and conditions contained in the Underwriting Agreement.

In consideration for their services in connection with the Offering, the Selling Shareholders have agreed to pay the Underwriters a fee equal to C$1.18 per Common Share, representing 4.0% of the gross proceeds of the Offering. In accordance with the terms of the Investor Rights Agreement, we will bear all expenses of the Offering (excluding the Underwriters’ Fee in respect of the Secondary Offering), which expenses are estimated to be C$400,000.

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The Offering Price of C$29.50 per Common Share was determined by negotiation between us, the Selling Shareholders and the Joint Bookrunners, as representatives of the Underwriters, and the Underwriters propose to offer the Common Shares initially at the Offering Price. After the Underwriters have made a reasonable effort to sell all of the Common Shares at the price specified on the cover page of this Prospectus, the Offering Price may be decreased and may be further changed from time to time to an amount not greater than that set out on the cover page of this Prospectus, and the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by the purchasers for the Common Shares is less than the price paid by the Underwriters to us and/or the Selling Shareholders. Any such reduction will not affect the net proceeds received by us and/or the Selling Shareholders. The Underwriters may form a sub-selling group including other qualified investment dealers and determine the fee payable to the members of such group, which fee will be paid by the Underwriters out of their fees. The obligation to pay the sub-underwriting fee is an obligation of the Underwriters and neither we nor the Selling Shareholders are responsible for ensuring that any dealer receives this payment from the Underwriters.

The Common Shares will be offered in all the provinces and territories of Canada through the Underwriters or their affiliates who are registered to offer the Common Shares for sale in such provinces and territories and such other registered dealers as may be designated by the Underwriters. The TSX has conditionally approved the listing of the Common Shares to be issued and sold as part of the Treasury Offering. Listing is subject to us fulfilling all of the requirements of the TSX on or before December 30, 2021.

Concurrently with this Offering and in a separate transaction, the Subject Optionholders will enter into bilateral agreements with the Company pursuant to which such parties will agree that Softchoice will cancel the Subject Options held by the Subject Optionholders in exchange for a cash payment representing the Option Cash-Out. The Option Cash-Out will be satisfied from the net proceeds of the Treasury Offering. The Option Cash-Out is expected to close concurrently with the Offering. The completion of the Offering is not conditional upon the completion of the Option Cash-Out. In connection with the Offering and the Option Cash-Out, the Joint Bookrunners have waived each of the Selling Shareholders and the Subject Optionholders from lock-up arrangements entered into in connection with our IPO, and a separate waiver was entered into for the purpose of permitting an executive officer of Softchoice to transfer Common Shares in connection with a charitable donation. After giving effect to the Option Cash-Out, our executive officers and directors, as a group, will hold an aggregate of 4,548,791 options to purchase Common Shares (comprised of 4,444,783 options to purchase Common Shares under the Legacy Option Plan and 104,008 options to purchase Common Shares under the LTIP).

Pursuant to the Underwriting Agreement, the Birch Hill Selling Shareholders and the Keika Selling Shareholder have granted to the Underwriters the Over-Allotment Option, which is exercisable, in whole or in part, at any time for a period of 30 days after Closing to purchase from the Birch Hill Selling Shareholders and the Keika Selling Shareholder up to an aggregate of an additional 762,750 Common Shares (representing 15% of the aggregate number of Common Shares sold in the Offering) on the same terms as set forth above for the purpose of covering the Underwriters’ over-allocation position, if any. If the Over-Allotment Option is exercised in full, the total price to the public will be C$172,508,625, the Underwriters’ Fee will be C$6,900,345 and the net proceeds to the Selling Shareholders will be C$155,401,100.64, before deducting the expenses of the Offering. This Prospectus also qualifies the grant of the Over-Allotment Option. A purchaser who acquires Common Shares forming part of the Underwriters’ over-allocation position acquires such Common Shares under this Prospectus, regardless of whether the Underwriters’ over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

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Under the terms of the Underwriting Agreement, the Underwriters may, at their discretion, terminate the Underwriting Agreement upon the occurrence of certain events, including “material change out”, “disaster out” and “regulatory out” clauses. The Underwriters are, however, severally obligated to take up and pay for all of the Common Shares that they have agreed to purchase if any of the Common Shares are purchased under the Underwriting Agreement.

Each of the Company and the Selling Shareholders has agreed to indemnify the Underwriters and their directors, officers, employees and agents against certain liabilities, including, without restriction, civil liabilities under securities legislation in Canada, and to contribute to any payments that the Underwriters may be required to make in respect thereof.

Subscriptions for Common Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. The Closing is expected to occur on October 15, 2021 or such other date as the Company, the Selling Shareholders and the Underwriters may agree, but in any event not later than October 27, 2021.

The Common Shares 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 and may not be offered, sold or delivered, directly or indirectly, in from: the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. Each Underwriter has agreed that it will not offer or sell Common Shares within the United States, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. The Underwriting Agreement provides that the Underwriters may re-offer and re-sell the Common Shares that they have acquired pursuant to the Underwriting Agreement in the United States to “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act) in accordance with Rule 144A under the U.S. Securities Act.

The Underwriting Agreement also provides that the Underwriters may offer and sell the Common Shares outside the United States in accordance with Rule 903 of Regulation S under the U.S. Securities Act. In addition, until 40 days after the commencement of the Offering, an offer or sale of the Common Shares within the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an exemption from registration under the U.S. Securities Act.

Price Stabilization, Short Positions and Passive Market Making

In connection with the Offering, the Underwriters may, subject to applicable law, over-allocate or effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market, including: stabilizing transactions; short sales; purchases to cover positions created by short sales; imposition of penalty bids; and syndicate covering transactions.

Stabilizing transactions consist of bids or purchases made for the purpose of preventing or retarding a decline in the market price of the Common Shares while the Offering is in progress. These transactions may also include over-allocating or making short sales of the Common Shares, which involves the sale by the Underwriters of a greater number of Common Shares than they are required to purchase in the Offering. Short sales may be “covered short sales”, which are short positions in an amount not greater than the Over-Allotment Option, or may be “naked short sales”, which are short positions in excess of that amount.

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The Underwriters may close out any covered short position either by exercising the Over-Allotment Option, in whole or in part, or by purchasing Common Shares in the open market. In making this determination, the Underwriters will consider, among other things, the price of Common Shares available for purchase in the open market compared with the price at which they may purchase Common Shares from the Selling Shareholders through the Over-Allotment Option.

The Underwriters must close out any naked short position by purchasing Common Shares in the open market. A naked short position is more likely to be created if the Underwriters are concerned that there may be downward pressure on the price of the Common Shares in the open market. Any naked short positions at Closing that are part of the Offering will form part of the Underwriters’ over-allocation position. A purchaser who acquires Common Shares forming part of the Underwriters’ over-allocation position resulting from any covered short sales or naked short sales will, in each case, acquire such Common Shares under this Prospectus, regardless of whether the Underwriters’ over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

In addition, in accordance with rules and policy statements of certain Canadian securities regulatory authorities and UMIR, the Underwriters may not, at any time during the period of distribution, bid for or purchase Common Shares. The foregoing restriction is, however, subject to exceptions where the bid or purchase is not made for the purpose of creating actual or apparent active trading in, or raising the price of the Common Shares. These exceptions include a bid or purchase permitted under the by-laws and rules of applicable regulatory authorities and the TSX, including UMIR, relating to market stabilization and passive market making activities and a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of distribution.

As a result of these activities, the price of the Common Shares may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the Underwriters at any time. The Underwriters may carry out these transactions on any stock exchange on which the Common Shares are listed, in the over-the-counter market, or otherwise.

Non-Certificated Inventory System

No certificates representing the Common Shares to be sold in the Offering will be issued to purchasers under this Prospectus. Registration will be made in the depository service of CDS, or to its nominee, and electronically deposited with CDS on the Closing Date. Each purchaser of Common Shares will receive only a customer confirmation of purchase from the participants in the CDS depository service (“CDS Participants”) from or through which such Common Shares are purchased, in accordance with the practices and procedures of such CDS Participant. Transfers of ownership of Common Shares in Canada will be effected through records maintained by the CDS Participants, which include securities brokers and dealers, banks and trust companies. Indirect access to the CDS book entry system is also available to other institutions that maintain custodial relationships with a CDS Participant, either directly or indirectly.

Lock-Up Arrangements

Pursuant to the Underwriting Agreement, we and the Selling Shareholders have agreed, and the remaining directors and members of management of the Company will agree, not to, directly or indirectly, without the prior written consent of TD Securities Inc., on behalf of the Underwriters, such consent not to be unreasonably withheld or delayed, issue or sell or offer to issue or sell or grant or

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sell any option, warrant or other right to purchase or agree to issue or sell or otherwise lend, transfer, assign or dispose of any of our equity securities, or other securities convertible or exchangeable into or otherwise exercisable into our equity securities or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our equity securities or securities convertible, exchangeable or exercisable into our equity securities, or agree or publicly announce any intention to do any of the foregoing for a period commencing on the Closing Date and ending 90 days after the Closing Date, subject to certain limited exceptions, including the sale of our securities pursuant to the exercise of the Over-Allotment Option, or the issuance of our securities pursuant to or in connection with our equity incentive compensation plans.

Relationship Between Us and Certain of the Underwriters

The Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the Underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to the Company and to Persons and entities with relationships with the Company, for which they received or will receive customary fees and expenses.

TD Securities Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., Scotia Capital Inc., National Bank Financial Inc., ATB Capital Markets Inc., Raymond James Ltd., Laurentian Bank Securities Inc., RBC Dominion Securities Inc. and Goldman Sachs Canada Inc. are affiliates of banks that are members of a syndicate of lenders that have made credit facilities available to us or our subsidiaries. Accordingly, in connection with the Offering and pursuant to applicable securities legislation, the Company may be considered a “connected issuer” of TD Securities Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., Scotia Capital Inc., National Bank Financial Inc., ATB Capital Markets Inc., Raymond James Ltd., Laurentian Bank Securities Inc., RBC Dominion Securities Inc. and Goldman Sachs Canada Inc. for the purposes of securities laws in Canada. See “Description of Material Indebtedness”.

The terms of the Offering, including the Offering Price, were determined by negotiation between the Joint Bookrunners, on their own behalf and on behalf of each of the other Underwriters, and the Selling Shareholders and the Company. None of the banks with which any of the Underwriters are affiliates were involved in the determination of the terms of the Offering. As a consequence of the Offering, each of such Underwriters will receive its proportionate share of the Underwriters’ Fee.

Selling Restrictions

Notice to Prospective Investors in the European Economic Area

In relation to each European Economic Area member state (each, a “Relevant Member State”), no Common Shares have been offered or will be offered pursuant to the Offering to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Common Shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Regulation (as defined below), except that the Common Shares may be offered to the public in that Relevant Member State at any time:

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(a) to any legal entity which is a qualified investor as defined under Article 2 of the Prospectus Regulation;

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation) subject to obtaining the prior consent of the Joint Bookrunners for any such offer; or

(c) in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of the Common Shares shall require the Company and/or the Selling Shareholders or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

Each person in a Relevant Member State who receives any communication in respect of, or who acquires any Common Shares under, the Offering contemplated hereby will be deemed to have represented, warranted and agreed to and with each of the Underwriters and their affiliates and the Company that:

(a) it is a qualified investor within the meaning of Article 2(e) of the Prospectus Regulation; and

(b) in the case of any Common Shares acquired by it as a financial intermediary, as that term is used in Article 5 of the Prospectus Regulation, (i) the Common Shares acquired by it in the Offering have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than qualified investors, as that term is defined in the Prospectus Regulation, or have been acquired in other circumstances falling within the points (a) to (d) of Article 1(4) of the Prospectus Regulation and the prior consent of the Joint Bookrunners has been given to the offer or resale; or (ii) where the Common Shares have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those Common Shares to it is not treated under the Prospectus Regulation as having been made to such persons.

The Company, the Underwriters and their affiliates, and others will rely upon the truth and accuracy of the foregoing representation, acknowledgement and agreement. Notwithstanding the above, a person who is not a qualified investor and who has notified the Joint Bookrunners of such fact in writing may, with the prior consent of the Joint Bookrunners, be permitted to acquire Common Shares in the Offering.

For the purposes of this provision, the expression an “offer to the public” in relation to the Common Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Common Shares to be offered so as to enable an investor to decide to purchase any Common Shares, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

Notice to Prospective Investors in the United Kingdom

This Prospectus and any other material in relation to the Common Shares is only being distributed to, and is only directed at, and any investment or investment activity to which this Prospectus relates is available only to, and will be engaged in only with persons who are (a) persons having professional experience in matters relating to investments who fall within the definition of investment professionals in Article 19(5) of the FPO (as defined below); (b) high net worth entities

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falling within Article 49(2)(a) to (d) of the FPO; (c) outside the United Kingdom; or (d) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA (as defined below)) in connection with the issue or sale of any Common Shares may otherwise lawfully be communicated or caused to be communicated, (all such persons together being referred to as “Relevant Persons”). The Common Shares are only available in the United Kingdom to, and any invitation, offer or agreement to purchase or otherwise acquire the Common Shares will be engaged in only with, the Relevant Persons. This Prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person in the United Kingdom. Any person in the United Kingdom that is not a Relevant Person should not act or rely on this Prospectus or any of its contents.

No Common Shares have been offered or will be offered pursuant to the Offering to the public in the United Kingdom prior to the publication of a prospectus in relation to the Common Shares which has been approved by the Financial Conduct Authority in the United Kingdom, except that the Common Shares may be offered to the public in the United Kingdom at any time:

(a) to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation (as defined below);

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation), subject to obtaining the prior consent of the Joint Bookrunners for any such offer; or

(c) in any other circumstances falling within Section 86 of the FSMA.

provided that no such offer of the Common Shares shall require the Company and/or any Underwriters or any of their affiliates to publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation.

For the purposes of this provision, the expression an “offer to the public” in relation to the Common Shares in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and any Common Shares to be offered so as to enable an investor to decide to purchase or subscribe for any Common Shares, the expression “FPO” means the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, the expression “FSMA” means the Financial Services and Markets Act 2000, as amended, and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

Each person in the United Kingdom who acquires any Common Shares in the Offering or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with the Company, the Underwriters and their affiliates that it meets the criteria outlined in this section.

Notice to Prospectus Investors in Switzerland

This Prospectus is not intended to constitute an offer or solicitation to purchase or invest in our Common Shares. Our Common Shares may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (“FinSA”) and no application has or will be made to admit our Common Shares to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this Prospectus nor any other offering or marketing material relating to our Common Shares constitutes a Prospectus pursuant to the FinSA, and neither this

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Prospectus nor any other offering or marketing material relating to our Common Shares may be publicly distributed or otherwise made publicly available in Switzerland.

Notice to Prospective Investors in Hong Kong

Our Common Shares may not be offered or sold in Hong Kong by means of any document other than (a) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (the “Companies (Winding Up and Miscellaneous Provisions) Ordinance”) or which do not constitute an invitation to the public within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the “Securities and Futures Ordinance”); (b) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder; or (c) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no advertisement, invitation or document relating to our Common Shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Common Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” in Hong Kong as defined in the Securities and Futures Ordinance and any rules made thereunder.

Notice to Prospective Investors in Singapore

This Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of our Common Shares may not be circulated or distributed, nor may our Common Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (a) to an institutional investor (as defined under Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA; (b) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA; or (c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.

Where our Common Shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for six months after that corporation has acquired our Common Shares under Section 275 of the SFA except: (a) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA); (b) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA; (c) where no consideration is or will be given for the transfer; (d) where the transfer is by operation of law; (e) as specified in Section 276(7) of the SFA; or (f) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”).

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Where our Common Shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for six months after that trust has acquired the Common Shares under Section 275 of the SFA except: (a) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA); (b) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than U.S.$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets); (c) where no consideration is or will be given for the transfer; (d) where the transfer is by operation of law; (e) as specified in Section 276(7) of the SFA; or (f) as specified in Regulation 32.

Notice to Prospective Investors in Japan

Our Common Shares have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended) (the “FIFA”). Our Common Shares may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIFA and otherwise in compliance with any relevant laws and regulations of Japan.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of Stikeman Elliott LLP, counsel to the Company, and Davies Ward Phillips & Vineberg LLP, counsel to the Underwriters, the following is a general summary, as at the date hereof, of the principal Canadian federal income tax considerations under the Tax Act generally applicable to a Shareholder who acquires Common Shares pursuant to the Offering and who at all relevant times, for purposes of the Tax Act: (a) is resident or deemed to be resident in Canada; (b) holds the Common Shares as capital property; and (c) deals at arm’s length with the Company, the Selling Shareholders and the Underwriters and is not affiliated with the Company, the Selling Shareholders or the Underwriters (a “Holder”). Generally, the Common Shares will be considered to be capital property to a Holder unless they are held or acquired in the course of carrying on a business or as part of an adventure or concern in the nature of trade. Certain Holders who are residents of Canada and whose Common Shares do not otherwise qualify as capital property may in certain circumstances make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have their Common Shares and every other “Canadian security” (as defined in the Tax Act) owned by such Holder in the taxation year of the election and in all subsequent taxation years deemed to be capital property.

This summary is not applicable to: (a) a Holder that is a “financial institution”, (as defined in the Tax Act) for purposes of the mark-to-market rules; (b) a Holder an interest in which would be a “tax shelter investment” (as defined in the Tax Act); (c) a Holder that is a “specified financial institution” (as defined in the Tax Act); or (d) a Holder which has made an election under the Tax Act to determine its Canadian tax results in a foreign currency. This summary does not apply to a Holder who has entered or will enter into a “derivative forward agreement” under the Tax Act with respect to Common Shares.

Additional considerations, not discussed herein, may be applicable to a Holder that is a corporation resident in Canada, and is, or becomes, or does not deal at arm’s length with a corporation

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resident in Canada that is or becomes, as part of a transaction or event or series of transactions or events that includes the acquisition of Common Shares, controlled by a non-resident person (or a group of such persons that do not deal at arm’s length) for purposes of the “foreign affiliate dumping” rules in section 212.3 of the Tax Act. Such Holders should consult their tax advisors with respect to the consequences of acquiring Common Shares.

This summary is based on the facts set out in this Prospectus, the current provisions of the Tax Act, all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) (“Tax Proposals”) before the date of this Prospectus and counsel’s understanding of the administrative statements of the Canada Revenue Agency published in writing before the date of this Prospectus. No assurance can be made that the Tax Proposals will be enacted in the form proposed or at all. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except as mentioned above, does not take into account or anticipate any changes in law, whether by legislative, regulatory, administrative or judicial decision or action, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ significantly from the Canadian federal income tax considerations discussed herein.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder of a Common Share, and no representation concerning the tax consequences to any particular Holder or prospective Holder are made. Accordingly, prospective Holders of Common Shares should consult their own tax advisors with respect to an investment in the Common Shares having regard to their particular circumstances. Purchasers of Common Shares who are non-residents, or deemed to be non-residents, of Canada for purposes of the Tax Act should consult their own tax advisors regarding their particular circumstances.

Taxation of Holders of Common Shares

Dividends on Common Shares

In the case of a Holder who is an individual, dividends received or deemed to be received on the Common Shares will be included in computing the Holder’s income and will generally be subject to the gross-up and dividend tax credit rules that apply to taxable dividends received from taxable Canadian corporations. Provided that appropriate designations are made by the Company, such dividend will be treated as an “eligible dividend” for the purposes of the Tax Act and a Holder who is an individual will generally be entitled to an enhanced dividend tax credit in respect of such dividend. There may be limitations on the Company’s ability to designate dividends and deemed dividends as eligible dividends.

Dividends received or deemed to be received on the Common Shares by a Holder that is a corporation will be required to be included in computing the corporation’s income for the taxation year in which such dividends are received, but such dividends will generally be deductible in computing the corporation’s taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received by a Holder that is a corporation as proceeds of disposition or a capital gain. Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

A Holder that is a “private corporation” or a “subject corporation” (each as defined in the Tax Act) may be liable under Part IV of the Tax Act to pay a refundable tax on dividends received or

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deemed to be received on the Common Shares to the extent that such dividends are deductible in computing the Holder’s taxable income for the taxation year.

Dividends received by a Holder who is an individual (including certain trusts) may result in such Holder being liable for minimum tax under the Tax Act. Holders who are individuals should consult their own tax advisors in this regard.

Dispositions of Common Shares

Upon a disposition or deemed disposition of Common Shares, a capital gain (or capital loss) will generally be realized by a Holder to the extent that the proceeds of disposition are greater (or less) than the aggregate of the adjusted cost base of the Common Shares to the Holder immediately before the disposition and any reasonable costs of disposition. The adjusted cost base of a Common Share to a Holder will be determined in accordance with certain rules in the Tax Act by averaging the cost to the Holder of a Common Share with the adjusted cost base of all other Common Shares held by the Holder and by making certain other adjustments required under the Tax Act. The Holder’s cost for purposes of the Tax Act of Common Shares will include all amounts paid or payable by the Holder for the Common Shares, subject to certain adjustments under the Tax Act.

Taxation of Capital Gains and Capital Losses

A Holder will generally be required to include in computing its income for the taxation year of disposition, one-half of the amount of any capital gain (a “taxable capital gain”) realized in such year. Subject to and in accordance with the provisions of the Tax Act, a Holder will generally be required to deduct one-half of the amount of any capital loss (an “allowable capital loss”) against taxable capital gains realized in the taxation year of disposition. Allowable capital losses in excess of taxable capital gains for the taxation year of disposition generally may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years, to the extent and under the circumstances specified in the Tax Act.

A “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable to pay a refundable tax on certain investment income, including an amount in respect of a taxable capital gain arising from the disposition of a Common Share.

The amount of any capital loss realized by a Holder that is a corporation on the disposition of a Common Share may be reduced by the amount of certain dividends received or deemed to have been received on such Common Share (or on a share for which such Common Share has been substituted) to the extent and under the circumstances described in the Tax Act. Analogous rules apply to a partnership or trust of which a corporation, trust or partnership is a member.

Taxable capital gains realized by a Holder who is an individual (including certain trusts) may result in such Holder being liable for minimum tax under the Tax Act. Holders who are individuals should consult their own tax advisors in this regard.

ELIGIBILITY FOR INVESTMENT

In the opinion of Stikeman Elliott LLP, our counsel, and Davies Ward Phillips & Vineberg LLP, counsel to the Underwriters, provided that the Common Shares are listed on a “designated stock exchange” (which currently includes the TSX) for the purposes of the Income Tax Act (Canada) and

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the regulations thereunder (collectively, the “Tax Act”), the Common Shares acquired pursuant to the Offering, if issued on the date hereof, would be on such date qualified investments under the Tax Act for a trust governed by a registered retirement savings plan (“RRSP”), a deferred profit sharing plan, a registered retirement income fund (“RRIF”), a registered education savings plan (“RESP”), a registered disability savings plan (“RDSP”) and a tax-free savings account (“TFSA”).

Notwithstanding the foregoing, if the Common Shares are a “prohibited investment” for the purposes of a TFSA, RRSP, RRIF, RESP or RDSP, the holder of such TFSA or RDSP, the annuitant of such RRSP or RRIF or the subscriber of such RESP, as the case may be, will be subject to a penalty tax as set out in the Tax Act. The Common Shares will not be a prohibited investment for a TFSA, RRSP, RRIF, RESP or RDSP provided the holder, annuitant or subscriber thereof, as the case may be: (a) deals at arm’s length with the Company, for purposes of the Tax Act; and (b) does not have a “significant interest” (as defined in the Tax Act) in the Company. The Common Shares will also not be prohibited investments for a trust governed by a TFSA, RRSP, RRIF, RESP or RDSP if the Common Shares are “excluded property” (as defined in the Tax Act) for such trust.

Prospective purchasers who intend to hold Common Shares in a TFSA, RRSP, RRIF, RESP or RDSP are advised to consult their own tax advisors with respect to the application of the prohibited investment rules in their particular circumstances.

RISK FACTORS

You should carefully consider the risks described below, which are qualified in their entirety by reference to, and must be read in conjunction with, the detailed information appearing elsewhere in this Prospectus, and all other information contained in this Prospectus and the information incorporated by reference in this Prospectus (and, in particular, the risk factors under the heading “Risk Factors” beginning at page 143 of the IPO Prospectus) before purchasing the Common Shares. The risks and uncertainties described in this Prospectus and the information incorporated herein by reference are those we currently believe to be material, but they are not the only ones we face. If any of the following risks, or any other risks and uncertainties that we have not yet identified or that we currently consider not to be material, actually occur or become material risks, our business, prospects, financial condition, results of operations and cash flows, and, consequently, the price of the Common Shares, could be materially and adversely affected. In all these cases, the trading price of the Common Shares could decline, and you could lose all or part of your investment. An investment in the Common Shares is speculative and only investors who can afford to lose their entire investment should consider an investment in the Company.

Risks Relating to the Offering and Ownership of the Common Shares

The Birch Hill Selling Shareholders will continue to exercise substantial influence over us and their interests may conflict with those of other Shareholders

After giving effect to the Offering, and assuming no exercise of the Over-Allotment Option, the Birch Hill Selling Shareholders will, collectively, directly or indirectly, hold approximately 45.6% of the Company’s issued and outstanding Common Shares (approximately 44.5% if the Over-Allotment Option is exercised in full). In addition, the Birch Hill Selling Shareholders are party to an Investor Rights Agreement that, among other things, provides for certain governance rights and registration rights. Accordingly, the Birch Hill Selling Shareholders will continue to exert significant influence over, or, in some cases, effectively be in a position to block, certain matters that must be decided by a vote of the Shareholders. To the extent that the interests of the Birch Hill Selling Shareholders differ from the

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interests of other Shareholders, the Company’s other Shareholders may be disadvantaged by any actions that these Shareholders may seek to pursue. See also “Selling Shareholders”. Furthermore, this concentrated control could delay or prevent a change of control, merger, or consolidation.

The Offering may not be completed for various reasons

The Offering may not be completed if certain conditions as set out in the Underwriting Agreement are not fulfilled or certain representations and undertakings as set out in the Underwriting Agreement are breached. See “Plan of Distribution”. In such event, the Joint Bookrunners, acting on behalf of the Underwriters, may terminate the Offering at any time prior to the Closing Date, whereupon the Offering becomes void and transactions before the Closing Date will not be consummated. In the event of such termination, investors suffering a loss have no right of compensation against the Underwriters, the Birch Hill Selling Shareholders or the Company.

Market conditions may cause the market price of the Common Shares to fluctuate substantially

The market price of the Common Shares may experience high volatility. The Company’s operating results, changes in general conditions in the economy or the financial markets and other developments affecting the Company or its competitors could cause the market price of the Common Shares to fluctuate substantially. The capital markets have experienced extreme volatility and disruption in recent years, including as a result of COVID-19. In some cases, the markets have produced downward pressure on stock prices for certain issuers seemingly without regard to those issuers’ underlying financial strength. Many factors could cause the market price for the Common Shares to fluctuate substantially in the future, including, without limitation:

the liquidity of the market for the Common Shares; announcements of developments related to the Company’s business; actual or anticipated fluctuations in the Company’s financial results and results of operations; sales of substantial amounts of Common Shares by the Company or other Shareholders into

the marketplace; negative developments affecting the Company’s reputation or business relationships; the end of the lock-up undertakings; changes in general or perceived conditions in the Company’s targeted markets; a shortfall in the Company’s operating profit or earnings compared to securities analysts’

expectations; changes in securities analysts’ recommendations or projections; additions and departures of key personnel; strategic decisions by the Company or its competitors, such as acquisitions, divestitures,

spin-offs, joint ventures, strategic investments or changes in business strategy; speculation in the press or investment community; changes in accounting principles; general adverse market sentiment; extraneous geopolitical factors, including increased regulations; adverse perception of the Company’s announcement of new projects or acquisitions; and changes in and/or new laws or regulations, including IFRS, or changes in interpretations of

existing laws and regulations, including IFRS.

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Sales of substantial amounts of our Common Shares in the public market, or the perception that these sales may occur, could cause the market price of our Common Shares to decline

Sales of substantial amounts of our Common Shares in the public market could occur at any time after the expiration of the 90-day contractual lock-up period described in the “Plan of Distribution – Lock-Up Arrangements” section of this Prospectus. These sales, or the market perception that these sales may occur, could cause the market price of our Common Shares to decline. This could also impair our ability to raise additional capital through the sale of our equity securities.

Under our Articles, we are authorized to issue an unlimited number of Common Shares, of which 59,512,108 Common Shares will be outstanding following this Offering (59,512,108 Common Shares if the Over-Allotment Option is exercised in full). In connection with the completion of the Offering, each of us and the Selling Shareholders have agreed, and the remaining directors and members of management of the Company will agree, among other things, that they will not, directly or indirectly, without the prior written consent of TD Securities Inc., on behalf of the Underwriters, such consent not to be unreasonably withheld, offer, sell, or dispose of any of our equity securities, or other securities convertible or exchangeable into or otherwise exercisable into our equity securities, for a period commencing on the Closing Date and ending 90 days after the Closing Date, subject to certain limited exceptions. Following the expiration of the 90-day period, these equity securities will be available for sale in the public markets subject to restrictions under applicable securities laws. In addition, as at the date of this Prospectus, there are outstanding options and other incentive securities to acquire our Common Shares which, following completion of this Offering, will be exercisable for Common Shares. The Common Shares subject to these options and other incentive securities will, to the extent permitted by any applicable vesting requirements, lock-up agreements and restrictions under applicable securities laws, also become eligible for sale in the public market. If a large number of our Common Shares or securities convertible into our Common Shares are sold in the public market after they become eligible for sale, or there is a perception that such sales could occur, the trading price of our Common Shares could decline and impede our ability to raise future capital. Further, we cannot predict the size of future issuances of our shares or the effect, if any, that future sales and issuances of shares would have on the market price of our Common Shares.

The future issuance of equity or other securities that are convertible into equity by the Company could immediately and substantially dilute your ownership interest

The Company may choose to raise additional capital in the future, depending on market conditions or strategic considerations. To the extent that additional capital is raised through the issuance of equity or other securities that are convertible into equity of the Company, the issuance of these securities will dilute the proportional holding of the Common Shares by investors, and the terms may include liquidation or other preferences that adversely affect your rights as a Shareholder.

If analysts cease to publish research reports about the Company’s business or if they downgrade their recommendation or adjust the target price with regard to the Common Shares, the Common Share price and/or trading volume could decline

The trading market for the Common Shares may be influenced by the equity research and reports that industry or security analysts publish about the Company or its industry after the Offering. The Company does not control these analysts. If one or more of the analysts who cover the Company downgrade their recommendation with regard to the Common Shares, the price of the Common Shares could decline. In addition, if one or more of these analysts cease coverage of the Company or

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fail to regularly publish reports on the Company, the Company could lose visibility in the market, which could, in turn, cause the trading volume in the Common Shares and/or the price of the Common Shares to decline.

Shareholders in countries with currencies other than the Canadian dollar face additional investment risk from currency exchange rate fluctuations in connection with their holding of Common Shares. The Common Shares will be quoted only in Canadian dollars and any future payments of dividends, if any, on the Common Shares will likely be denominated in Canadian dollars. The foreign currency equivalent of any dividend paid on the Common Shares or received in connection with any sale of the Common Shares could be adversely affected by the depreciation of the Canadian dollar against such other currency.

The transition to being a public company involves increased costs, changes in our corporate governance, management culture, and financial and non-financial reporting practices and exposes our management to new challenges and requirements

As a public company, the Company incurs significant legal, accounting, investor relations and other expenses that it did not incur as a private company, including costs associated with the increased reporting requirements that apply to such companies. The Company also has incurred and will incur costs associated with compliance with corporate governance requirements, including requirements implemented by the Ontario Securities Commission and the TSX. We expect these rules and regulations to continue to increase our legal and financial compliance costs substantially and to make some activities more time consuming and costly. In particular, these new obligations require substantial attention from our management team and could divert their attention away from the day-to-day management of our business.

Failure to establish and maintain effective internal controls in accordance with NI 52-109 could have a material adverse effect on the Company’s business and the market price of the Common Shares

As a publicly-traded company whose Common Shares trade on the TSX, the Company is subject to reporting and other obligations under applicable Canadian securities laws and the rules of the TSX, including NI 52-109. These reporting and other obligations place significant demands on the Company’s management, administrative, operational and accounting resources. In order to meet such requirements, the Company, among other things, has established systems, implemented financial and management controls, reporting systems and procedures and will, if necessary, hire qualified accounting and finance staff. However, if the Company is unable to accomplish any such necessary objectives in a timely and effective manner, the Company’s ability to comply with its financial reporting obligations and other rules applicable to reporting issuers could be impaired. Moreover, any failure to maintain effective internal controls could cause the Company to fail to satisfy its reporting obligations or result in material misstatements in its consolidated financial statements. If the Company cannot provide reliable financial reports or prevent fraud, its reputation and operating results could be materially adversely effected which could also cause investors to lose confidence in the Company’s reported financial information, which could result in a reduction in the trading price of the Common Shares.

The Company does not expect that its disclosure controls and procedures and internal controls over financial reporting will prevent all error and fraud. A control system, no matter how well-designed and implemented, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there

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are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within an organization are detected. The inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by individual acts of certain persons, by collusion of two or more people or by management override of the controls. Due to the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected in a timely manner or at all.

The Company’s by-laws provide that any derivative actions, actions relating to breach of fiduciary duties and other matters relating to the internal affairs of the Company will be required to be litigated in Canada, which could limit an investor’s ability to obtain a favourable judicial forum for disputes with the Company

The Company’s by-laws include a forum selection provision that provides that, unless we consent in writing to the selection of an alternative forum, the Superior Court of Justice of the Province of Ontario, Canada and appellate courts therefrom (or, failing such court, any other “court” as defined in the CBCA having jurisdiction, and the appellate courts therefrom), will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf; (ii) any action or proceeding asserting a breach of fiduciary duty owed by any of our directors, officers or other employees to us; (iii) any action or proceeding asserting a claim arising pursuant to any provision of the CBCA or our Articles or by-laws; or (iv) any action or proceeding asserting a claim otherwise related to our “affairs” (as defined in the CBCA). Our forum selection by-law also provides that our securityholders are deemed to have consented to personal jurisdiction in the Province of Ontario and to service of process on their counsel in any foreign action initiated in violation of our by-laws.

Our forum selection by-law seeks to reduce litigation costs and increase outcome predictability by requiring derivative actions and other matters relating to our affairs to be litigated in a single forum. However, the result of the forum selection by-law is that it may not be possible for Shareholders to litigate any action relating to the foregoing matters outside of the Province of Ontario. While forum selection clauses in corporate charters and by-laws are becoming more commonplace for public companies and have been upheld by courts in certain states, they are untested in Canada. It is possible that the validity of the Company’s forum selection by-law could be challenged and that a court could rule that such by-law is inapplicable or unenforceable. If a court were to find the Company’s forum selection by-law inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, the Company may incur additional costs associated with resolving such matters in other jurisdictions and the Company may not obtain the benefits of limiting jurisdiction to the courts selected. See also “Description of Share Capital — Forum Selection”.

LEGAL PROCEEDINGS

We are, from time to time, involved in legal proceedings of a nature considered normal to our business. We believe that none of the litigation in which we are currently involved, have been involved in since the beginning of the most recently completed financial year, or may be involved in for any pending claims, individually or in the aggregate, is material to our consolidated financial condition or results of operations.

We are not aware of any penalties or sanctions imposed by a court or securities regulatory authority or other regulatory body against us, nor have we entered into any settlement agreements before a court or with a securities regulatory authority.

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LEGAL MATTERS AND EXPERTS

The matters referred to under “Eligibility for Investment” and “Certain Canadian Federal Income Tax Considerations”, as well as certain other legal matters relating to the issue and sale of the Common Shares, will be passed upon on our behalf by Stikeman Elliott LLP and on behalf of the Underwriters by Davies Ward Phillips & Vineberg LLP. As at the date of this Prospectus, the partners and associates of each of Stikeman Elliott LLP and Davies Ward Phillips & Vineberg LLP beneficially own, directly and indirectly, less than 1% of our outstanding securities or other property, or our affiliates.

There is no Person whose profession or business gives authority to a report, valuation, statement or opinion made by such Person and who is named as having prepared or certified a report, valuation, statement or opinion in this Prospectus other than Stikeman Elliott LLP, Davies Ward Phillips & Vineberg LLP and KPMG LLP.

INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than as described elsewhere in this Prospectus, there are no material interests, direct or indirect, of any of our directors or executive officers, any Shareholder that beneficially owns, or controls or directs (directly or indirectly), more than 10% of any class or series of our outstanding voting securities, or any associate or affiliate of any of the foregoing persons, in any transaction within the three years before the date hereof that has materially affected or is reasonably expected to materially affect us or any of our subsidiaries. See “Related Party Transactions” in the Interim MD&A.

AUDITOR, TRANSFER AGENT AND REGISTRAR

KPMG LLP, Chartered Professional Accountants, located at Vaughan Metropolitan Centre 100 New Park Place, Suite 1400 Vaughan, Ontario L4K 0J3, is our auditor and has confirmed that it is independent of the Company within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of Ontario.

The transfer agent and registrar for the Common Shares is TSX Trust Company at its principal office in Toronto, Ontario.

ENFORCEMENT OF JUDGEMENTS AGAINST FOREIGN PERSONS

The Keika Selling Shareholder is an entity incorporated, continued or otherwise organized under the laws of a jurisdiction outside of Canada. In addition, Amy Cappellanti-Wolf, who is a director of Softchoice, resides outside of Canada. Such Persons have appointed Softchoice at 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario, M5L 1B9 as their agent for service of process in Canada.

Purchasers are advised that it may not be possible for them to enforce judgments obtained in Canada against any Person that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

PURCHASERS’ STATUTORY RIGHTS

Securities legislation in certain of the provinces and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within

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two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces and territories of Canada, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limits prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for the particulars of these rights or consult with a legal advisor.

ADDITIONAL INFORMATION

Additional information is provided in our (a) audited consolidated financial statements and management’s discussion and analysis of our financial condition and results of operations for our most recently completed fiscal year, as contained in our IPO Prospectus incorporated herein by reference, and (b) unaudited condensed consolidated interim financial statements and management’s discussion and analysis of financial condition and results of operations for the six months ended June 30, 2021 and June 30, 2020, including the notes related thereto, which can be found on SEDAR at www.sedar.com. Additional information related to the Company may be found on SEDAR at www.sedar.com. In the alternative, copies may be obtained from us, upon written request. Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of our securities and securities authorized for issuance under equity compensation plans, is contained in the IPO Prospectus incorporated herein by reference (but only to the extent referred to under the heading “Documents Incorporated by Reference”), which can be found on SEDAR at www.sedar.com.

C-1

CERTIFICATE OF THE ISSUER

Dated: October 8, 2021

This short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of each of the provinces and territories of Canada.

(Signed) Vincent De Palma President and Chief Executive Officer

(Signed) Bryan Rocco Chief Financial Officer

On behalf of the Board of Directors

(Signed) Félix-Etienne Lebel Director

(Signed) Christopher Voorpostel Director

C-2

CERTIFICATE OF THE UNDERWRITERS

Dated: October 8, 2021

To the best of our knowledge, information and belief, this short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of each of the provinces and territories of Canada.

TD SECURITIES INC. GOLDMAN SACHS CANADA INC. (Signed) Scott Penner

Director (Signed) Heng Vuong

Managing Director

CIBC WORLD MARKETS INC.

RBC DOMINION SECURITIES INC.

(Signed) Melissa Li Managing Director

(Signed) James McKenna Managing Director

NATIONAL BANK FINANCIAL INC.

SCOTIA CAPITAL INC. BMO NESBITT BURNS INC.

(Signed) Petar Zelic Managing Director

(Signed) John Medland Director

(Signed) Craig King Managing Director

ATB CAPITAL MARKETS

INC. CORMARK SECURITIES

INC. LAURENTIAN BANK

SECURITIES INC. (Signed) Timothy Hart

Managing Director (Signed) James Austen

Managing Director (Signed) Frédéric Bélisle

Director, Investment Banking

CANACCORD GENUITY

CORP. (Signed) Michael Lauzon

Managing Director

RAYMOND JAMES LTD. (Signed) Yong Kwon Managing Director