Common use of Representations, Warranties and Covenants of the Corporation Clause in Contracts

Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants, covenants and agrees that: 1. The Corporation is, and on the Closing Date and any Over-Allotment Closing Date will be a Foreign Private Issuer. 2. The Corporation is not, and as a result of the sales of the Offered Securities contemplated hereby and the application of the proceeds thereof will not be, an open-end investment company or unit investment trust registered, or required to be registered, or a closed-end investment company required to be registered, but not registered, under the United States Investment Company Act of 1940, as amended. 3. Except with respect to offers and sales in accordance with this Schedule “A” of (i) Offered Securities to IAIs and/or QIBs in reliance upon an exemption from registration under the U.S. Securities Act, neither the Corporation nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Securities to a person in the United States to or, for the account or benefit of, U.S. Persons; or (B) any sale of Offered Securities unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States, or (ii) the Corporation, its affiliates or any person acting on its behalf (other than the Underwriters, their affiliates and any person acting on their behalf, as to whom no representation is made) reasonably believe that the purchaser is outside the United States. 4. Neither it nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made), has engaged or will engage in any Directed Selling Efforts in respect of the Common Shares, or has taken or will take any action that would cause the exemption from registration afforded by Rule 903 of Regulation S or the exemption from registration afforded by Rule 506(b) of Regulation D or section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of the Offered Securities pursuant to the Underwriting Agreement. 5. None of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made) have (i) engaged or will engage in any form of General Solicitation or General Advertising with respect to offers or sales of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons, or (ii) undertaken any activity in a manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 6. In connection with offers and sales of Offered Securities outside the United States and not to, or for the account or benefit of, U.S. Persons, the Corporation, its affiliates, and any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made) have complied and will comply with the requirements for an Offshore Transaction in respect of such Offered Securities. 7. With respect to the Regulation D Offering, if any, none of the Corporation, any of its predecessors, any affiliated issuer, any director, executive officer, or any other officer of the Corporation participating in the Regulation D Offering, any beneficial owner (as that term is defined in Rule 13d-3 under the U.S. Securities Act) of 20% or more of the Corporation’s outstanding voting equity securities, calculated on the basis of voting power, and any promoter (as defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D that, if contemplated by Rule 506(e) of Regulation D, is described in the U.S. Memorandum and the Corporation is not aware of any person other than any Issuer Covered Person or any Underwriter Covered Person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the offer or sale of Offered Units pursuant to Regulation D. The Corporation will notify the Underwriter in writing, prior to each Closing Date, of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person. 8. None of the Corporation, its affiliates (as defined in Rule 405 under the U.S. Securities Act) or any person acting on its or their behalf (except for the Underwriter, the U.S. Selling Group Members and any person acting on their behalf, as to whom no representation, warranty or covenant is made) has engaged in or will engage in any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act or any action which would constitute a violation of Regulation M under the U.S. Exchange Act with respect to offers or sales of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons. 9. The Corporation will, within the prescribed time periods after the first sale of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons, prepare and file any forms or notices required under the U.S. Securities Act or any state securities laws in connection with the sale of the Offered Securities, including but not limited to filing Form D, if applicable, with the SEC. 10. Except with respect to the offer and sale of the Offered Securities offered under this Agreement, the Corporation has not, within six months before the commencement of the offer and sale of the Offered Securities, and will not within six months after the Closing Date, offer or sell any securities in a manner that would be integrated with the offer and sale of the Offered Securities and would cause the exemption from registration pursuant to Rule 506(b) of Regulation D or Section 4(a)(2) of the U.S. Securities Act or the exclusion from registration set forth in Rule 903 of Regulation S to become unavailable with respect to the offer and sale of the Offered Securities. In connection with the private placement in the United States of units of Titan Medical Inc. (the “Corporation”) pursuant to the Underwriting Agreement dated February 8, 2021 among the Corporation and Xxxxx Xxxxxx Securities Inc. (the “Underwriter”), each of the undersigned does hereby certify as follows with respect to its activities: (i) the undersigned U.S. Selling Group Member who offered Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons is on the date hereof and was on the date of each offer and subsequent sale by the Corporation of such Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons duly registered as a broker or dealer with the United States Securities and Exchange Commission under the U.S. Exchange Act of 1934 (the “U.S. Exchange Act”) and under the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc.; (ii) all offers and sales of Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons were effected by or only through the U.S. Selling Group Member or pursuant to Rule 15a-6 under the U.S. Exchange Act and have been effected in accordance with all applicable U.S. federal and state broker-dealer requirements; (iii) each offeree of Offered Securities that is in the United States, that is a U.S. Person or that is acting for the account or benefit of a U.S. Person, was provided with a copy of the U.S. Memorandum and no other written material was used in connection with the offer and sale of Offered Securities in the United States; (iv) immediately prior to making each offer to offerees of Offered Securities that are in the United States, that are U.S. Persons or that are acting for the account or benefit of U.S. Persons, we had reasonable grounds to believe and did reasonably believe that each such offeree was an IAI and/or QIB, and, on the date hereof, we continue to reasonably believe that each person offered Offered Securities in the United States or that is, or is acting for the account or benefit of, a U.S. Person is an IAI and/or QIB; (v) we obtained from each Purchaser in the United States, U.S. Person and purchaser acting for the account or benefit of a U.S. Person, an executed QIB Letter or AI Certificate, as applicable, and we have delivered the same to the Corporation; (vi) no form of General Solicitation or General Advertising was used by us in connection with the offer of the Offered Securities in the United States; (vii) there were no Directed Selling Efforts with respect to the Offered Securities; (viii) neither we nor any of the U.S. Selling Group Members have taken or will take any action which would constitute a violation of Regulation M of the U.S. Exchange Act in connection with the offer or sale of the Offered Securities; (ix) no Underwriter Covered Person is subject to a Disqualifications Event; and

Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants, warrants and covenants and agrees that: 1. (a) The Corporation is, and on the Closing Date and any Over-Allotment Closing Date will be is a Foreign Private Issuer. 2. (b) The Corporation is not, and as a result of the sales sale of the Offered Securities Firm Units or any Additional Units contemplated hereby and the application of the proceeds thereof will not be, an open-end investment company or unit investment trust registered, or required to be registered, or a closed-end registered as an "investment company required to be registered, but not registered, under company" as defined in the United States Investment Company Act of 1940, as amended. 3. (c) Except with respect to offers and sales in accordance with this Underwriting Agreement (including this Schedule “A” of (i"D") Offered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons to IAIs and/or QIBs Qualified Institutional Buyers or U.S. Accredited Investors in reliance upon an exemption exemptions from registration under the U.S. Securities ActAct provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under state securities laws, neither the Corporation nor any of its affiliates, nor any person acting on its or their behalf (other than the UnderwriterUnderwriters, any the U.S. Selling Group Member Affiliates and any person acting on its or their behalf, as to whom the Corporation makes no representation, warranty, covenant agreement or agreement is madecovenant), has made or will make: (Ai) any offer to sell, or any solicitation of an offer to buy, any Offered Securities Firm Units or Additional Units to a person in the United States to oror to, or for the account or benefit of, a U.S. PersonsPerson; or (Bii) any sale of Offered Securities Firm Units or Additional Units unless, at the time the buy order was or will have been originated, the purchaser Purchaser is (iA) outside the United States, States and not a U.S. Person or (iiB) the Corporation, its affiliates or any person acting on its behalf (other than the Underwriters, their affiliates and any person acting on their behalf, as to whom no representation is made) such offeror reasonably believe believes that the purchaser Purchaser is outside the United StatesStates and not a U.S. Person. 4. Neither it nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made), has engaged or will engage in any Directed Selling Efforts in respect of the Common Shares, or has taken or will take any action that would cause the exemption from registration afforded by Rule 903 of Regulation S or the exemption from registration afforded by Rule 506(bd) of Regulation D or section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of the Offered Securities pursuant to the Underwriting Agreement. 5. None of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the UnderwriterUnderwriters, any the U.S. Selling Group Member Affiliates and any person acting on its or their behalf, as to whom the Corporation makes no representation, warranty, covenant agreement or covenant), has made or will make any Directed Selling Efforts with respect to the Firm Units or Additional Units. (e) None of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriters, the U.S. Affiliates and any person acting on its or their behalf, as to whom the Corporation makes no representation, warranty, agreement is made) have (i) or covenant), has engaged in or will engage in any form of General Solicitation or General Advertising with respect to offers or sales of the Offered Firm Units or Additional Units in the United States. (f) The U.S. Private Placement Memorandum (and any other material or document prepared or distributed by or on behalf of the Corporation used in connection with offers and sales of the Firm Units or Additional Units) include, or will include, statements to the effect that the securities have not been registered under the U.S. Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, a U.S. PersonsPerson, or (ii) undertaken any activity in a manner involving a public offering within unless exemptions from the meaning of Section 4(a)(2) registration requirements of the U.S. Securities Act. 6Act and state securities laws are available. In connection with offers and sales of Offered Securities outside the United States and not toSuch statements have appeared, or for will appear, (i) on the account cover or benefit of, U.S. Personsinside cover page of the Prospectus Supplement; (ii) in the "Plan of Distribution" section of the Prospectus Supplement; and (iii) in any press release or other public statement made or issued by the Corporation or anyone acting on the Corporation's behalf (other than the Underwriters, the Corporation, its affiliates, U.S. Affiliates and any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom the Corporation makes no representation, warranty, covenant agreement or agreement is madecovenant) have complied in connection with the Firm Units or Additional Units. (g) The Corporation has not sold, offered for sale or solicited any offer to buy, during the period beginning thirty days prior to the start of the Offering of the Firm Units or Additional Units, and will not sell, offer for sale or solicit any offer to buy, during the period ending six months after the completion of the Offering of the Firm Units or Additional Units, any of its securities in the United States in a manner that would be integrated with and would cause either of the exemptions from registration provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) under the U.S. Securities Act, or the exclusion from registration provided by Rule 903 of Regulation S, to be unavailable with respect to offers and sales of the Firm Units or Additional Units pursuant to this Schedule D. (h) Each offeree in the United States that shall constitute part of the President's List Purchasers shall be a Qualified Institutional Buyer and/or a U.S. Accredited Investor and the Corporation had a relationship with such offeree, prior to the offer of the Firm Units or Additional Units to the offeree, such that it was in a position to determine that the offeree, or beneficial purchaser, if any, for whom the offeree is acting as trustee or agent, has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Firm Units or Additional Units, i.e., that it is a sophisticated investor. (i) The Corporation has implemented procedures to ensure that the Warrants may not be exercised within the United States, and that the securities may not be delivered within the United States upon exercise, other than in Offshore Transactions, unless registered under the U.S. Securities Act or an exemption from such registration is available. (j) None of the Corporation or any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining that person for failure to comply with the requirements for an Offshore Transaction in respect Rule 503 of such Offered Securities.Regulation D. 7. With (k) As of each Closing Date, with respect to the Regulation D Offering, if anySecurities, none of the Corporation, any of its predecessors, any affiliated issuerissuer issuing Regulation D Securities, any director, executive officer, officer or any other officer of the Corporation participating in the offering of Regulation D OfferingSecurities, any beneficial owner (as that term is defined in Rule 13d-3 under the U.S. Securities Act) of 20% or more of the Corporation’s 's outstanding voting equity securities, calculated on the basis of voting power, and or any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity at the time of sale of the Regulation D Securities (but excluding any Dealer Covered Person (as defined below), as to whom no representation, warranty or covenant is made) (each, an “"Issuer Covered Person” " and, togethercollectively, “the "Issuer Covered Persons”") is subject to any Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of under Regulation D that, if contemplated by Rule 506(e) of Regulation D, is described in the U.S. Memorandum and the D. The Corporation is not aware of any person other than has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. If applicable, the Corporation has complied with its disclosure obligations under Rule 506(e) under Regulation D, and has furnished to each Underwriter and its U.S. Affiliate(s) a copy of any disclosures provided thereunder. (l) For each tax year that the Corporation qualifies as a "passive foreign investment company" ("PFIC"), as defined in Section 1297 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), as determined by the Corporation based upon its reasonable analysis, upon the written request of a U.S. Purchaser holding Firm Units or Additional Units, the Corporation will make publicly available: (a) a PFIC Annual Information Statement for the Corporation as described in Treasury Regulation Section 1.1295-1(g) (or any Underwriter Covered Person successor Treasury Regulation) and (b) all information and documentation that has been a U.S. Purchaser holding Firm Units or will be paid (directly or indirectly) remuneration Additional Units is required to obtain for solicitation of purchasers U.S. federal income tax purposes in connection making a "qualified electing fund" election with respect to the offer or sale of Offered Units pursuant to Regulation D. Corporation. The Corporation will notify the Underwriter in writing, prior to each Closing Date, of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Personmay provide such information on its website. 8. (m) None of the Corporation, any of its affiliates (as defined in Rule 405 under the U.S. Securities Act) or any person acting on its or any of their behalf (except for other than the UnderwriterUnderwriters, the U.S. Selling Group Members and Affiliates, their respective affiliates, or any person acting on any of their behalf, as to whom in respect of which no representation, warranty or covenant representation is made) has engaged in taken or will engage in any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act take, directly or indirectly, any action which would constitute a in violation of Regulation M under the U.S. Exchange Securities Act in connection with respect to offers or sales the offer and sale of the Offered Securities Firm Units or Additional Units. In connection with the private placement in the United States or toof common shares of Integra Resources Corp. (the "Corporation") pursuant to an underwriting agreement (the "Underwriting Agreement") dated March 7, or for 2024, among the account or benefit ofCorporation, U.S. Persons.Cormark Securities Inc., BMO Xxxxxxx Xxxxx Inc., Xxxxxxxxxx Securities Inc., Eight Capital, PI Financial Corp., Xxxxxxx Xxxxx Ltd. and Xxxxxx Xxxxxxxx Canada Inc., the undersigned hereby certifies as follows: 9. The Corporation will(a) the undersigned is on the date hereof, within and was on the prescribed time periods after the first date of each offer and sale of the Offered Securities Firm Units or Additional Units made in the United States or to, or for the account or benefit of, U.S. Persons, prepare a duly registered broker or dealer with the SEC and file any forms in each applicable state pursuant to such state's broker-dealer laws (unless exempted from the respective state's broker-dealer registration requirements), and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc. and all offers and sales of Firm Units or notices required under Additional Units in the United States will be effected in accordance with all U.S. Securities Act federal and state broker-dealer requirements and in compliance with, or any pursuant to exemptions from, the registration or qualification requirements of all applicable state securities laws laws; (b) each offeree was provided with a copy of the confidential U.S. Private Placement Memorandum and no other written material was used or will be used in connection with the sale of the Offered Securities, including but not limited to filing Form D, if applicable, with the SEC. 10. Except with respect to the offer and sale of the Offered Securities offered under this Agreement, the Corporation has not, within six months before the commencement of the offer and sale of the Offered Securities, and will not within six months after the Closing Date, offer or sell any securities in a manner that would be integrated with the offer and sale of the Offered Securities and would cause the exemption from registration pursuant to Rule 506(b) of Regulation D Firm Units or Section 4(a)(2) of the U.S. Securities Act or the exclusion from registration set forth in Rule 903 of Regulation S to become unavailable with respect to the offer and sale of the Offered Securities. In connection with the private placement in the United States of units of Titan Medical Inc. (the “Corporation”) pursuant to the Underwriting Agreement dated February 8, 2021 among the Corporation and Xxxxx Xxxxxx Securities Inc. (the “Underwriter”), each of the undersigned does hereby certify as follows with respect to its activities: (i) the undersigned U.S. Selling Group Member who offered Offered Securities Additional Units in the United States or to, or for the account or benefit of, U.S. Persons is Persons; (c) each offeree in the United States or who was, or was purchasing for the account or benefit of, a U.S. Person was a Qualified Institutional Buyer or a U.S. Accredited Investor and, on the date hereof and hereof, each person purchasing Firm Units or Additional Units in the United States or that was on offered Firm Units or Additional Units in the date United States or who is, or is purchasing for the account or benefit of, a U.S. Person is a Qualified Institutional Buyer or a U.S. Accredited Investor; (d) no form of each offer and subsequent sale General Solicitation or General Advertising was used by the Corporation undersigned in connection with the offer or sale of such Offered the Firm Units or Additional Units in the United States, nor have the undersigned solicited offers for or offered to sell the Firm Units or Additional Units by any means involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act; (e) immediately prior to transmitting any materials to an offeree of Firm Units or Additional Units in the United States or to, or for the account or benefit of, U.S. Persons duly registered as a broker or dealer with the United States Securities and Exchange Commission under the U.S. Exchange Act of 1934 (the “U.S. Exchange Act”) and under the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc.; (ii) all offers and sales of Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons were effected by or only through the U.S. Selling Group Member or pursuant to Rule 15a-6 under the U.S. Exchange Act and have been effected in accordance with all applicable U.S. federal and state broker-dealer requirements; (iii) each offeree of Offered Securities that is in the United States, that is a U.S. Person or that is acting for the account or benefit of a U.S. Person, was provided with a copy of the U.S. Memorandum and no other written material was used in connection with the offer and sale of Offered Securities in the United States; (iv) immediately prior to making each offer to offerees of Offered Securities that are in the United States, that are U.S. Persons or that are acting for the account or benefit of U.S. Persons, we the undersigned had reasonable grounds to believe and did reasonably believe that each such offeree was an IAI and/or QIB, and, on the date hereof, we continue to reasonably believe that each person offered Offered Securities in the United States a Qualified Institutional Buyer or that is, or is acting for the account or benefit of, a U.S. Person is an IAI and/or QIBAccredited Investor; (vf) we obtained from each Purchaser in the United States, U.S. Person and purchaser acting for the account prior to any sale of Firm Units or benefit of Additional Units to a Qualified Institutional Buyer or a U.S. PersonAccredited Investor that was purchasing the Firm Units or Additional Units pursuant to Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act, an executed the undersigned caused each such Purchaser to execute either a QIB Letter or AI Certificatea U.S. Subscription Agreement, as applicable, and we have delivered the same to the Corporation; (vig) no form of General Solicitation or General Advertising was used by us in connection with the offer none of the Offered Securities in the United States; (vii) there were no Directed Selling Efforts with respect to the Offered Securities; (viii) neither we nor undersigned, or their respective affiliates or any person acting on any of the U.S. Selling Group Members have their behalf, has taken or will take any action which action, directly or indirectly, that would constitute a violation of Regulation M of under the U.S. Exchange Act in connection with the offer or and sale of the Offered SecuritiesFirm Units or Additional Units; (ixh) no Underwriter Dealer Covered Person is subject to a Disqualifications any Disqualification Event; and (i) all offers and sales of the Firm Units or Additional Units in the United States have been conducted in accordance with the terms of the Underwriting Agreement, including Schedule D thereto.

Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants, covenants and agrees that: 1. (a) The Corporation is, and on at the Closing Date time of closing will be, a "foreign issuer" and any Over-Allotment Closing Date will be a Foreign Private Issuer. 2. The “reporting issuer” within the meaning of Regulation S and reasonably believes that there is Substantial U.S. Market Interest in the Offered Shares or in a class of its equity securities; (b) the Corporation is not, not now and as a result of the sales sale of the Offered Securities Shares contemplated hereby and the application of the proceeds thereof will not be, an open-end "investment company or unit investment trust registeredcompany", or required to be registered, or a closed-end investment company required to be registered, but not registered, under as such term is defined in the United States Investment Company Act of 1940, as amended; and (c) none of the Corporation, any of its affiliates, or any person acting on its or their behalf has made or will make any Directed Selling Efforts, has engaged or will engage in any form of "general solicitation" or "general advertising" (as those terms are used in Regulation D) or has engaged or will engage in any conduct involving a public offering within the meaning of section 4(2) of the U.S. Securities Act, in the United States in connection with the offer or sale of the Offered Shares. 2. None of the Corporation, any of its affiliates, or any person acting on their behalf (a) has violated or will violate Regulation M under the U.S. Exchange Act in connection with offers and sales of the Offered Shares, or (b) has taken or will take any other action that would cause the exemptions or exclusions from registration provided by Rule 903 of Regulation S or the private placement exemption for offers and sales to Institutional Accredited Investors to be unavailable with respect to offers and sales of the Offered Shares pursuant to the Agreement, including this Schedule "A". 3. The Corporation has not, during the six months prior to the date of this Agreement, and will not, during the period ending six months after the completion of the offering of the Offered Shares sell, offer for sale or solicit any offer to buy any of its securities in a manner that would be integrated with and would cause the exemptions from registration under the U.S. Securities Act to be unavailable with respect to the offers and sales of the Offered Shares pursuant to the Agreement, including this Schedule "A". 4. Except with respect to offers and sales in accordance with this Schedule “A” of (i) Offered Securities to IAIs and/or QIBs Institutional Accredited Investors in reliance upon an exemption from registration available under Section 4(2) of the U.S. Securities ActAct and Regulation D, neither none of the Corporation nor any of Corporation, its affiliates, nor or any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Securities to a person in the United States to orShares to, or for the account or benefit of, a person in the United States or a U.S. PersonsPerson; or (B) any sale of Offered Securities Shares unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States, or (ii) the Corporation, its affiliates or any person acting on its behalf (other than the Underwriters, their affiliates and any person acting on their behalf, as to whom no representation is made) reasonably believe that the purchaser is outside the United States. 4. Neither it nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriter, any States and not a U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made), has engaged or will engage in any Directed Selling Efforts in respect of the Common Shares, or has taken or will take any action that would cause the exemption from registration afforded by Rule 903 of Regulation S or the exemption from registration afforded by Rule 506(b) of Regulation D or section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of the Offered Securities pursuant to the Underwriting Agreement. 5. None of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made) have (i) engaged or will engage in any form of General Solicitation or General Advertising with respect to offers or sales of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons, Person or (ii) undertaken any activity in a manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 6. In connection with offers and sales of Offered Securities outside the United States and not to, or for the account or benefit of, U.S. Persons, the Corporation, its affiliates, and any person acting on its or their behalf (other than reasonably believe that the Underwriter, any purchaser is outside the United States and not a U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made) have complied and will comply with the requirements for an Offshore Transaction in respect of such Offered Securities. 7. With respect to the Regulation D Offering, if any, none of the Corporation, any of its predecessors, any affiliated issuer, any director, executive officer, or any other officer of the Corporation participating in the Regulation D Offering, any beneficial owner (as that term is defined in Rule 13d-3 under the U.S. Securities Act) of 20% or more of the Corporation’s outstanding voting equity securities, calculated on the basis of voting power, and any promoter (as defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D that, if contemplated by Rule 506(e) of Regulation D, is described in the U.S. Memorandum and the Corporation is not aware of any person other than any Issuer Covered Person or any Underwriter Covered Person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the offer or sale of Offered Units pursuant to Regulation D. The Corporation will notify the Underwriter in writing, prior to each Closing Date, of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person. 85. None of the Corporation, its affiliates (as defined in Rule 405 under the U.S. Securities Act) Corporation or any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person acting on its or their behalf (except for the Underwriter, the U.S. Selling Group Members and any person acting on their behalf, as failure to whom no representation, warranty or covenant is made) has engaged in or will engage in any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act or any action which would constitute a violation comply with Rule 503 of Regulation M under D. 6. The Corporation will complete and file with the U.S. Exchange Act with respect SEC a Notice on Form D within 15 days after the first sale of Offered Shares pursuant to offers or sales of the Offered Securities in the United States or Regulation D to, or for the account or benefit of, U.S. Persons. 9. The Corporation will, within the prescribed time periods after the first sale of the Offered Securities a person in the United States or a U.S. Person, and will timely make such filings with any applicable state securities commission as required by state law. In connection with the private placement of the common shares (the "Offered Shares") of TransGlobe Energy Corporation (the "Corporation") to, or for the account or benefit of, U.S. Persons, prepare and file any forms or notices required under the U.S. Securities Act or any state securities laws in connection with the sale of the Offered Securities, including but not limited to filing Form D, if applicable, with the SEC. 10. Except with respect to the offer and sale of the Offered Securities offered under this Agreement, the Corporation has not, within six months before the commencement of the offer and sale of the Offered Securities, and will not within six months after the Closing Date, offer or sell any securities in a manner that would be integrated with the offer and sale of the Offered Securities and would cause the exemption from registration pursuant to Rule 506(b) of Regulation D or Section 4(a)(2) of the U.S. Securities Act or the exclusion from registration set forth in Rule 903 of Regulation S to become unavailable with respect to the offer and sale of the Offered Securities. In connection with the private placement persons in the United States of units of Titan Medical Inc. (the “Corporation”) or U.S. Persons pursuant to the Underwriting Agreement dated February 8January 10, 2021 2011 among the Corporation and Xxxxx Xxxxxx Securities Inc. the Underwriters named therein (the “Underwriter”"Underwriting Agreement"), each of the undersigned does hereby certify as follows with respect to its activitiesfollows: (i) [•] is on the undersigned U.S. Selling Group Member who offered date hereof, and was on the date of each offer of Offered Securities in the United States or Shares to, or for the account or benefit of, U.S. Persons is on the date hereof and was on the date of each offer and subsequent sale by the Corporation of such Offered Securities persons in the United States or toU.S. Persons, or for the account or benefit of, U.S. Persons a duly registered as a broker or dealer with the United States Securities and Exchange Commission under the U.S. Exchange Act of 1934 (the “U.S. Exchange Act”) and under the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s 's broker-dealer registration requirements) and is a member of of, and in good standing with with, the Financial Industry Regulatory Authority, Inc.; (ii) Inc. and all offers and sales of the Offered Securities in the United States or Shares to, or for the account or benefit of, persons in the United States or U.S. Persons were or will be effected by or only through the U.S. Selling Group Member or pursuant to Rule 15a-6 under the U.S. Exchange Act and have been effected [•] in accordance with all applicable U.S. federal and state broker-dealer requirements; (iiiii) each offeree of Offered Securities that is in the United States, that is a U.S. Person or that is acting for the account or benefit of a U.S. Person, was provided with a copy of the U.S. Memorandum and no other written material was used in connection with the offer and sale of Offered Securities in the United States; (iv) immediately prior to making each offer to offerees of Offered Securities that are in the United States, that are U.S. Persons or that are acting for the account or benefit of U.S. Persons, we had reasonable grounds to believe and did reasonably believe that each such offeree was an IAI and/or QIB, and, on the date hereof, we continue to reasonably believe that each person offered Offered Securities in the United States or that is, or is acting for the account or benefit of, a U.S. Person is an IAI and/or QIB; (v) we obtained from each Purchaser person in the United States, States or a U.S. Person was provided with a copy of one or both of the Preliminary U.S. Memorandum including the Preliminary Prospectus and purchaser acting for the account or benefit of a U.S. Person, an executed QIB Letter or AI Certificate, as applicableMemorandum including the Prospectus, and we have delivered the same to the Corporation; (vi) no form of General Solicitation or General Advertising was other written material has been used by us in connection with the offer offering of the Offered Securities Shares, and each purchaser that is, or is purchasing for the account or benefit of, a person in the United StatesStates or a U.S. Person was provided with the U.S. Memorandum including the Prospectus; (viiiii) there were no Directed Selling Efforts with respect immediately prior to our transmitting such Preliminary U.S. Memorandum or U.S. Memorandum, as applicable, to such offerees, we had reasonable grounds to believe and did believe that each such offeree was an Institutional Accredited Investor (that satisfies the criteria set forth in Rule 501(a)(1), (2), (3) or (7) of Regulation D) and, on the date hereof we continue to believe that each purchaser of Offered SecuritiesShares that is, or is purchasing for the account or benefit of, a person in the United States or a U.S. Person is an Institutional Accredited Investor; (viiiiv) neither we nor any no form of "general solicitation" or "general advertising" (as those terms are used in Regulation D under the U.S. Selling Group Members have taken or will take any action which would constitute a violation of Regulation M of the U.S. Exchange Act Securities Act) was used by us, in connection with the offer or sale of the Offered SecuritiesShares in the United States; (ixv) no Underwriter Covered Person is subject prior to any sale of Offered Shares to, or for the account or benefit of, persons in the United States or U.S. Persons, we caused each purchaser thereof to execute a Disqualifications EventPurchase Agreement for U.S. purchasers in the form of Exhibit A attached to the U.S. Memorandum containing the Prospectus; and (vi) the offering of the Offered Shares to, or for the account or benefit of, persons in the United States or U.S. Persons has been conducted by us in accordance with the terms of the Underwriting Agreement, including Schedule "A" hereto. Capitalized terms used in this certificate have the meanings given to them in the Underwriting Agreement, including Schedule "A" hereto, unless otherwise defined herein. Dated this ___________day of ________________, 2011. [•] Per: __________________________________ 1. Xxxx Xxxxxxxx, President & CEO - Executive Employment Agreement dated February 14, 2008 2. Xxxxx Xxxxxxxx, Vice President & CFO - Executive Employment Agreement dated February 14, 2008 3. Xxxxx Xxxxxxx, Vice President & COO - Executive Employment Agreement dated February 14, 2008 January 1, 2011-December 31, 2011 10,000 Bbl/month Financial Floor $65.00 January 1, 2011-December 31, 2011 10,000 Bbl/month Financial Floor $65.00 January 1, 2011-December 31, 2011 20,000 Bbl/month Financial Floor $65.00 1. Republic of Yemen Production Sharing Agreement between Ministry of Oil and Minerals and DNO ASA, Ansan Wikfs (Hadramaut) Ltd, TG Holdings Yemen Inc., and The Yemen Company in the Al-Ain Area, Block (72), Hadramaut Governate, dated December 19, 2004. 2. Joint Operating Agreement between DNO ASA, Ansan Wikfs (Hadramaut) Limited, TG Holdings Yemen Inc., and The Yemen Company in the Al-Ain Area, Block 72, Republic of Yemen dated December 19, 2004. 3. Republic of Yemen Production Sharing Agreement between Ministry of Oil and Minerals and Occidental of Yemen (Block 75) LLC, TG Holdings Yemen Inc., Yemen General Gas Corporation for Oil & Gas, in Markha Area, Block (75), dated March 31, 2007. 4. Joint Operating Agreement between Occidental of Yemen (Block 75), LLC., TG Holdings Yemen Inc., and Yemen General Gas Corporation for Oil & Gas, in Markha Area, Block 75, dated November, 2008. 5. Letter Agreement between Occidental Development Company and TransGlobe Energy Corporation dated December 6, 2006. 6. Republic of Yemen Production Sharing Agreement between Ministry of Oil and Mineral Resources and Transglobe Energy Corporation and the Yemen Company in the Xxxxx Xxxx, Xxxxx X-0, dated December 21, 1997. 7. Joint Operating Agreement between Vintage Petroleum International, Inc. (Vintage Petroleum Yemen Inc.) and Transglobe Energy Corporation (Transglobe Holdings (Yemen) Inc.) covering Xxxxx Xxxx, Xxxxx X-0, Xxxxxxxx of Yemen, dated February 11, 1998, as amended on October 1, 1998 and as further amended on March 22, 2006. 8. Farmout Agreement between Transglobe Energy Corporation and Vintage Petroleum International Inc., for Onshore Shabwa Province Xxxxx Xxxxx X-0 – Xxxxx, dated February 11, 1998. 9. Marketing Agreement between TG Holdings Yemen Inc. and Occidental Crude Sales, Inc. (International) dated April 13, 2006. 10. Production Sharing Agreement between the Republic of Yemen Ministry of Oil and Mineral Resources and Xxxxx Expro plc and Norsk Hydro Yemen a.s. and Cranje-Nassau Yemen B.V. and Ansan Wikfs (Hadramaut) Limited, in the Area of Hadramaut Province, Block 32, dated September 24, 1991, as amended August 4, 1999. 11. Joint Operating Agreement (Block 32 Howarime – Yemen) among Xxxxx Expro plc and Norsk Hydro Yemen a.s. and Cranje-Nassau Yemen B.V. and Ansan Wikfs (Hadramaut) Limited and Oranje-Nassau Yemen B.V., (Block 32) dated April 7, 1993. 12. Sale and Purchase Agreement between DNO ASA, Ansan Wikfs (Hadramaut) Limited, and TG Holdings Yemen Inc. relating to interests in the Production Sharing Agreement and Joint Operating Agreement for Xxxxx 00, Xxxxxxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxxx of Yemen, dated January 5, 2001. 13. Agreement for Sale and Purchase of Crude Oil from Xxxxx 00 (Xxxxxxxx), Xxxxxxxx of Yemen between TG Holdings Yemen Inc. and Nexen Marketing Singapore Pte Ltd. dated June 3, 2004, as amended by the Letter Agreement dated August 24, 2006. 14. Amendment and Novation Agreement relating to Agreement for Sale and Purchase of Crude Oil from Xxxxx 00 (Xxxxxxxx), Xxxxxxxx of Yemen between TG Holdings Yemen Inc. and Nexen Marketing Singapore Pte Ltd. dated June 3, 2004, dated December 16, 2010. 15. Farmout Agreement among Quadra Egypt Limited and Quadra Resources Corp. and Rampex Petroleum International and Transglobe Petroleum Egypt Inc. dated June 30, 2004, as amended June 20, 2005. 16. Concession Agreement for Petroleum Exploration and Exploitation between the Arab Republic of Egypt and Ganoub El-Wadi Holding Petroleum Company and Quadra Egypt Limited in Nuqra Area Block-1 Ganoub El Wadi A.R.E. dated July 4, 2004. 17. Operating Agreement covering Nuqra Block 0 Xxxxxx Xx Xxxx, Xxxx Xxxxxxxx of Egypt between Quadra Egypt Limited, Rampex Petroleum International and Transglobe Petroleum Egypt Inc., dated July 30, 2004. 18. Concession Agreement for Petroleum Exploration and Exploitation between the Arab Republic of Egypt and the Egyptian General Petroleum Corporation and Dublin International Petroleum (Egypt) Limited and Tanganyika Oil Company Ltd. in Xxxx Xxxxxx Xxxx, Xxxxxxx Xxxxxx, X.X.X. dated June 1, 1998. 19. Farmout Agreement between Tanganyika Oil Company Ltd., Dublin International Petroleum (Egypt) Limited and GHP Exploration (Egypt) Ltd., dated April 27, 1998. 20. Farmout Agreement between Dublin International Petroleum (Egypt) Limited and Xxxxxxx Petroleum Inc. dated April 28, 1998. 21. International Joint Operating Agreement between Dublin International Petroleum (Egypt) Limited and GHP Exploration (West Gharib) Ltd. and Xxxxxxx Petroleum Inc. dated April 27, 1998. 22. Petroleum Handling and Sale Agreement by and between General Petroleum Company and Dara Petroleum Company dated December 30, 1999. 23. Investment Agreement between Yukon Oil and Gas Ltd. and Dublin International Petroleum (Egypt) Limited dated September 3, 2004. 24. Investment Agreement Interest Purchase and Sale Agreement between Yukon Oil and Gas Ltd. and Dublin International Petroleum (Egypt) Limited dated August 15, 2008. 25. Hoshia Development Lease approved by Minister of Petroleum and Mineral Resources, Egypt, June 6, 2005. 26. Hoshia Development Lease approved by Minister of Petroleum and Mineral Resources, Egypt, June 6, 2005, as amended April 15, 2009. 27. South Rahmi Development Lease approved by Minister of Petroleum and Mineral Resources, Egypt, October 15, 2006. 28. Fadl Development Lease approved by Minister of Petroleum and Mineral Resources, Egypt, July 6, 2005, as amended June 16, 2009. 29. North Hoshia Development Lease approved by Minister of Petroleum and Mineral Resources, Egypt, October 15, 2006. 30. West Hoshia Development Lease approved by Minister of Petroleum and Mineral Resources, Egypt, October 15, 2006. 31. Arta Development Lease approved by Minister of Petroleum and Mineral Resources, Egypt, October 15, 2006.

Representations, Warranties and Covenants of the Corporation. The Corporation acknowledges and agrees that the Securities have not been and will not be registered under the U.S. Securities Act or applicable securities laws of any state of the United States, and the Securities may be offered and sold only in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any applicable securities laws of any state of the United States. Accordingly, the Corporation represents, warrants, covenants and agrees to and with the Agent, as of the date hereof, the Closing Date and any Option Closing Date, that: 1. The Corporation isis a “foreign issuer”, within the meaning of Rule 902(e) of Regulation S, and on believes that there is a Substantial U.S. Market Interest in the Closing Date and Securities or any Over-Allotment Closing Date will be a Foreign Private Issuerclass of the Corporation’s equity securities. 2. The Corporation is not, and as a result of the sales sale of the Offered Securities contemplated hereby and the application of the proceeds thereof will not be, an open-end investment company or unit investment trust registered, or required to be registered, or a closed-end registered as an “investment company required to be registered, but not registeredcompany”, under the United States Investment Company Act of 1940, as amended. 3. During the period in which the Securities are offered for sale, none of it, its affiliates, or any person acting on any of their behalf (other than the Agent, the U.S. Placement Agent, any other Selling Firm, any of their respective affiliates, or any person acting on any of their behalf in respect of which no representation, warranty, covenant or agreement is made): (i) has made or will make any Directed Selling Efforts; or (ii) has engaged in or will engage in any form of General Solicitation or General Advertising with respect to offers or sales of the Securities to, or for the account or benefit of, persons in the United States or U.S. Persons, or (iii) has taken or will take any action that would constitute a public offering of the Securities to, or for the account or benefit of, persons in the United States or U.S. Persons within the meaning of Section 4(a)(2) of the U.S. Securities Act. 4. For a period beginning six months prior to the commencement of the Offering and ending six months after completion of the Offering, none of it, its affiliates or any person acting on any of their behalf (other than the Agent, the U.S. Placement Agents, any other Selling Firm, any of their respective affiliates, or any person acting on any of their behalf in respect of which no representation, warranty, covenant or agreement is made) has sold, offered for sale or solicited any offer to buy, or will sell, offer for sale or solicit any offer to buy, any of the Corporation’s securities in a manner that would be integrated with the offer and sale of the Securities and would cause the exemption from registration set forth in section 4(a)(2) of the U.S. Securities Act to become unavailable with respect to the offer and sale of the Securities. 5. The Corporation hereby agrees with the Agent not to register or permit the Transfer Agent to register any transfer of the Securities (whether offered and sold inside or outside of the United States, or to, or for the account or benefit of U.S. Persons or persons in the United States) not made in accordance with the provisions of Regulation S, pursuant to registration under the U.S. Securities Act, or pursuant to an exemption from such registration requirements. 6. During the period in which the Securities are offered for sale, none of the Corporation, its affiliates, or any person acting on any of their behalf (other than the Agent, the U.S. Placement Agents, any other Selling Firm, any of their respective affiliates or any person acting on their behalf, in respect of which no representation, warranty, covenant or agreement is made) has taken or will take any action (i) in violation of Regulation M under the U.S. Exchange Act in connection with the offer or sale of the Securities or (ii) that would cause the exemption afforded by Section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of the Securities to, or for the account or benefit of, persons in the United States and U.S. Persons in accordance with the Agreement, or the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Securities outside the United States to non-U.S. Persons in accordance with the Agreement. 7. Except with respect to offers and sales of Securities in accordance with this Agreement (including this Schedule “A” of (i) Offered Securities to IAIs and/or QIBs Qualified Institutional Buyers in reliance upon an the exemption from registration under afforded by Section 4(a)(2) of the U.S. Securities Act, neither none of the Corporation nor any of Corporation, its affiliates, nor or any person acting on its or their behalf (other than the UnderwriterAgent, the U.S. Placement Agents, any U.S. other Selling Group Member and Firm, any of their respective affiliates or any person acting on any of their behalf, as to whom in respect of which no representation, warranty, covenant or agreement is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Securities to a person in the United States to orto, or for the account or benefit of, persons in the United States or U.S. Persons; or (B) any sale of Offered Securities unless, at the time the buy order was or will have been originated, the purchaser Purchaser is (i) outside the United StatesStates and not a U.S. Person, not acting for the account or benefit of a person in the United States or a U.S. Person, or (ii) the Corporation, its affiliates or any person acting on its behalf (other than the Underwriters, their affiliates and any person acting on their behalf, as to whom no representation is made) reasonably believe that the purchaser is outside the United States. 4. Neither it nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made), has engaged or will engage in any Directed Selling Efforts in respect of the Common Shares, or has taken or will take any action that would cause the exemption from registration afforded by Rule 903 of Regulation S or the exemption from registration afforded by Rule 506(b) of Regulation D or section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of the Offered Securities pursuant to the Underwriting Agreement. 5. None of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made) have (i) engaged or will engage in any form of General Solicitation or General Advertising with respect to offers or sales of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons, or (ii) undertaken any activity in a manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 6. In connection with offers and sales of Offered Securities outside the United States and not to, or for the account or benefit of, U.S. Persons, the Corporation, its affiliates, and any person acting on its or their behalf (other than reasonably believes that the UnderwriterPurchaser is outside the United States and not a U.S. Person, any U.S. Selling Group Member and any not acting for the account or benefit of a person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made) have complied and will comply with the requirements for an Offshore Transaction in respect of such Offered Securities. 7. With respect to the Regulation D Offering, if any, none of the Corporation, any of its predecessors, any affiliated issuer, any director, executive officer, or any other officer of the Corporation participating in the Regulation D Offering, any beneficial owner (as that term is defined in Rule 13d-3 under the United States or a U.S. Securities Act) of 20% or more of the Corporation’s outstanding voting equity securities, calculated on the basis of voting power, and any promoter (as defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D that, if contemplated by Rule 506(e) of Regulation D, is described in the U.S. Memorandum and the Corporation is not aware of any person other than any Issuer Covered Person or any Underwriter Covered Person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the offer or sale of Offered Units pursuant to Regulation D. The Corporation will notify the Underwriter in writing, prior to each Closing Date, of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person. 8. None of the Corporation, its affiliates (as defined in Rule 405 under the U.S. Securities Act) Corporation or any person acting on of its or their behalf (except for predecessors has had the Underwriter, the U.S. Selling Group Members and any person acting on their behalf, as to whom no representation, warranty or covenant is made) has engaged in or will engage in any conduct involving registration of a public offering within the meaning class of Section 4(a)(2) of the U.S. Securities Act or any action which would constitute a violation of Regulation M securities under the U.S. Exchange Act with respect to offers or sales of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons. 9. The Corporation will, within the prescribed time periods after the first sale of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons, prepare and file any forms or notices required under revoked by the U.S. Securities Act or any state securities laws in connection with the sale of the Offered Securities, including but not limited to filing Form D, if applicable, with the SEC. 10. Except with respect to the offer and sale of the Offered Securities offered under this Agreement, the Corporation has not, within six months before the commencement of the offer and sale of the Offered Securities, and will not within six months after the Closing Date, offer or sell any securities in a manner that would be integrated with the offer and sale of the Offered Securities and would cause the exemption from registration Exchange Commission pursuant to Rule 506(b) of Regulation D or Section 4(a)(212(j) of the U.S. Securities Exchange Act and any rules or the exclusion from registration set forth in Rule 903 of Regulation S to become unavailable with respect to the offer and sale of the Offered Securitiesregulations promulgated thereunder. In connection with the private placement in the United States of units the Securities of Titan Medical Cresco Labs Inc. (the “Corporation”) pursuant to the Underwriting Agreement agency agreement dated February 8effective as of January 19, 2021 among by and between the Corporation and Xxxxx Xxxxxx Securities Inc. the Agent named therein (the “UnderwriterAgreement”), each of the undersigned does do hereby certify as follows with respect to its activitiesfollows: 1. AGP/Alliance Global Partners (ithe “U.S. Placement Agent”) was on the undersigned U.S. Selling Group Member who offered Offered date of each offer and sale of Securities in the United States or to, or for the account or benefit of, U.S. Persons is on the date hereof and was on the date of each offer and subsequent sale by the Corporation of such Offered Securities a person in the United States or toa U.S. Person, or for and is on the account or benefit ofdate hereof, U.S. Persons a duly registered as a broker or broker-dealer with the United States Securities and Exchange Commission under the U.S. Exchange Act of 1934 (the “U.S. Exchange Act”) and under the securities laws of each state in which such offer or sale is offers and sales were made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of of, and in good standing with with, the Financial Industry Regulatory Authority, Inc.; (ii) all 2. All offers and sales of Offered the Securities in the United States or to, or for the account or benefit of, persons in the United States and U.S. Persons were effected have been conducted by or only us through the U.S. Selling Group Member or pursuant to Rule 15a-6 under the U.S. Exchange Act Placement Agent and have been effected in accordance with the terms of the Agreement (including Schedule A thereto) and all applicable U.S. federal and state broker-dealer requirements;. (iii) 3. Immediately prior to offering Securities to each offeree of Offered Securities that is in the United Stateswas, that is a U.S. Person or that is was acting for the account or benefit of of, a U.S. Person, was provided with a copy of the U.S. Memorandum and no other written material was used in connection with the offer and sale of Offered Securities person in the United States; States or a U.S. Person (iv) immediately prior to making each offer to offerees of Offered Securities that are in the United Stateseach, that are a “U.S. Persons or that are acting for the account or benefit of U.S. PersonsOfferee”), we had reasonable grounds to believe and did reasonably believe that each such offeree U.S. Offeree was an IAI and/or QIB, a Qualified Institutional Buyer and, on the date hereof, we continue to reasonably believe that each person offered Offered U.S. Purchaser purchasing the Securities in from the United States or that is, or Corporation is acting for the account or benefit of, a U.S. Person is an IAI and/or QIB; (v) we obtained from each Purchaser in the United States, U.S. Person and purchaser acting for the account or benefit of a U.S. Person, an executed QIB Letter or AI Certificate, as applicable, and we have delivered the same to the Corporation; (vi) no form of General Solicitation or General Advertising was used by us in connection with the offer of the Offered Securities in the United States; (vii) there were no Directed Selling Efforts with respect to the Offered Securities; (viii) neither we nor any of the U.S. Selling Group Members have taken or will take any action which would constitute a violation of Regulation M of the U.S. Exchange Act in connection with the offer or sale of the Offered Securities; (ix) no Underwriter Covered Person is subject to a Disqualifications Event; andQualified Institutional Buyer.

Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants, represents and warrants to and covenants and agrees with each of the Underwriters that: 1. The Corporation It is, and on the Closing Date and any Over-Allotment Closing Date will be be, a Foreign Private Issuer.Issuer and there is no Substantial U.S. Market Interest with respect to the Common Shares of the Corporation or the Warrants; 2. None of the Corporation, any of its affiliates, or any person acting on their behalf (other than the Underwriters, their U.S. Affiliates, any Selling Firm and any person acting on any of their behalf, as to which the Corporation makes no representation, warranty, covenant or agreement) (i) has made or will make any Directed Selling Efforts in the United States, (ii) has engaged or will engage in any form of General Solicitation or General Advertising, or (iii) has offered or will offer the Securities in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act, in connection with the offer or sale of the Securities in the United States and to, or for the account or benefit of, U.S. Persons; 3. The Corporation is notnot now, and will not as a result of the sales sale of the Offered Securities contemplated hereby and or the application issuance of Warrant Shares upon the proceeds thereof will not beexercise of Warrants, an open-end investment company or unit investment trust registered, be registered or required to be registered, or a closed-end investment company required to be registered, but not registered, registered under the United States Investment Company Act of 1940, as amended. 34. Except with respect to offers and sales in accordance with this Schedule “A” None of (i) Offered Securities to IAIs and/or QIBs in reliance upon an exemption from registration under the U.S. Securities ActCorporation, neither the Corporation nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Securities to a person in the United States to or, for the account or benefit of, U.S. Persons; or (B) any sale of Offered Securities unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States, or (ii) the Corporation, its affiliates or any person acting on its behalf (other than the Underwriters, their affiliates U.S. Affiliates, any Selling Firm and any person acting on any of their behalf, as to whom no representation is made) reasonably believe that which the purchaser is outside the United States. 4. Neither it nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom Corporation makes no representation, warranty, covenant or agreement is made), has engaged or will engage in any Directed Selling Efforts in respect of the Common Shares, or agreement) has taken or will take any action that would cause the exemption exclusion from the registration afforded requirements of the U.S. Securities Act provided by Rule 903 of Regulation S or the exemption from such registration afforded requirements provided by Rule 506(b) of Regulation D or section 4(a)(2) of the U.S. Securities Act 144A, to be unavailable for offers the offer and sales sale of the Offered Securities pursuant to the this Underwriting Agreement., including this Schedule “A”; 5. None of the Corporation, any of its affiliates or any person persons acting on its or their behalf (other than the UnderwriterUnderwriters, their U.S. Affiliates, any U.S. Selling Group Member Firm and any person acting on any of their behalf, as to whom which the Corporation makes no representation, warranty, covenant or agreement is madeagreement) have (i) engaged has offered or sold, or will engage in offer or sell, any form of General Solicitation or General Advertising with respect to offers or sales of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons, or (ii) undertaken any activity except for offers and sales made through the Underwriters and their U.S. Affiliates in a manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.compliance with this Underwriting Agreement, including this Schedule “A”; 6. In connection with All offers and sales of Offered Securities outside the United States and not to, or for the account or benefit of, U.S. Persons, made by the Corporation, its affiliates, and affiliates or any person persons acting on its or their behalf (other than the UnderwriterUnderwriters, their U.S. Affiliates, any U.S. Selling Group Member Firm and any person acting on any of their behalf, as to whom which the Corporation makes no representation, warranty, covenant or agreement is madeagreement) outside the United States to non-U.S. Persons have complied been made and will comply be made in Offshore Transactions and otherwise in accordance with the requirements for an Offshore Transaction in respect Rule 903 of such Offered Securities.Regulation S; 7. With respect to the Regulation D OfferingThe Securities are not, if any, none and as of the CorporationClosing Date and any Over-Allotment Closing Date will not be, and no securities of the same class as any of its predecessors, any affiliated issuer, any director, executive officer, the Securities are or any other officer will be: (i) listed on a national securities exchange in the United States registered under Section 6 of the Corporation participating U.S. Exchange Act; (ii) quoted in the Regulation D Offeringa “U.S. automated inter-dealer quotation system”, any beneficial owner (as that such term is defined used in Rule 13d-3 144A under the U.S. Securities Act; or (iii) convertible or exchangeable into, or exercisable for, securities so listed or quoted at an effective conversion or exercise premium (calculated as specified in paragraph (a)(6) and (a)(7) of 20Rule 144A) of less than 10% for securities so listed or more quoted; and 8. For so long as any of the Corporation’s Securities are outstanding voting equity and are “restricted securities, calculated on ” within the basis meaning of voting power, and any promoter (as defined in Rule 405 144(a)(3) under the U.S. Securities Act) connected with the Corporation in any capacity (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D that, and if contemplated by Rule 506(e) of Regulation D, is described in the U.S. Memorandum and the Corporation is not aware of any person other than any Issuer Covered Person or any Underwriter Covered Person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers subject to and in connection compliance with the offer or sale of Offered Units pursuant to Regulation D. The Corporation will notify the Underwriter in writing, prior to each Closing Date, of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person. 8. None of the Corporation, its affiliates (as defined in Rule 405 under the U.S. Securities Act) or any person acting on its or their behalf (except for the Underwriter, the U.S. Selling Group Members and any person acting on their behalf, as to whom no representation, warranty or covenant is made) has engaged in or will engage in any conduct involving a public offering within the meaning reporting requirements of Section 4(a)(213 or Section 15(d) of the U.S. Securities Exchange Act or exempt from such reporting requirements pursuant to Rule 12g3-2(b) thereunder, the Corporation will provide to any action which would constitute a violation holder of Regulation M under such Securities, or to any prospective purchaser of such Securities designated by such holder, upon the U.S. Exchange Act with respect request of such holder or prospective purchaser, at or prior to offers or the time of resale, the information required to be provided by Rule 144A(d)(4), provided that the delivery of such information is required in order to permit sales of the Offered applicable Securities in the United States or to, or for the account or benefit of, U.S. Persons.pursuant to Rule 144A. 9. The Corporation will, within further acknowledges that the prescribed time periods after the first sale of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons, prepare have not been and file any forms or notices required will not be registered under the U.S. Securities Act or any United States state securities laws and can be offered and sold in connection the United States only to Qualified Institutional Buyers in compliance with the sale of the Offered Securities, including but not limited to filing Form D, if applicable, with the SEC. 10. Except with respect to the offer and sale of the Offered Securities offered 144A under this Agreement, the Corporation has not, within six months before the commencement of the offer and sale of the Offered Securities, and will not within six months after the Closing Date, offer or sell any securities in a manner that would be integrated with the offer and sale of the Offered Securities and would cause the exemption from registration pursuant to Rule 506(b) of Regulation D or Section 4(a)(2) of the U.S. Securities Act or the exclusion from registration set forth in Rule 903 of Regulation S to become unavailable with respect to the offer and sale of the Offered Securities. In connection with the private placement in the United States of units of Titan Medical Inc. (the “Corporation”) pursuant to the Underwriting Agreement dated February 8, 2021 among the Corporation and Xxxxx Xxxxxx Securities Inc. (the “Underwriter”), each of the undersigned does hereby certify as follows with respect to its activities: (i) the undersigned U.S. Selling Group Member who offered Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons is on the date hereof and was on the date of each offer and subsequent sale by the Corporation of such Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons duly registered as a broker or dealer with the United States Securities and Exchange Commission exemptions under the U.S. Exchange Act of 1934 (the “U.S. Exchange Act”) and under the applicable state securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc.; (ii) all offers and sales of Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons were effected by or only through the U.S. Selling Group Member or pursuant to Rule 15a-6 under the U.S. Exchange Act and have been effected in accordance with all applicable U.S. federal and state broker-dealer requirements; (iii) each offeree of Offered Securities that is in the United States, that is a U.S. Person or that is acting for the account or benefit of a U.S. Person, was provided with a copy of the U.S. Memorandum and no other written material was used in connection with the offer and sale of Offered Securities in the United States; (iv) immediately prior to making each offer to offerees of Offered Securities that are in the United States, that are U.S. Persons or that are acting for the account or benefit of U.S. Persons, we had reasonable grounds to believe and did reasonably believe that each such offeree was an IAI and/or QIB, and, on the date hereof, we continue to reasonably believe that each person offered Offered Securities in the United States or that is, or is acting for the account or benefit of, a U.S. Person is an IAI and/or QIB; (v) we obtained from each Purchaser in the United States, U.S. Person and purchaser acting for the account or benefit of a U.S. Person, an executed QIB Letter or AI Certificate, as applicable, and we have delivered the same to the Corporation; (vi) no form of General Solicitation or General Advertising was used by us in connection with the offer of the Offered Securities in the United States; (vii) there were no Directed Selling Efforts with respect to the Offered Securities; (viii) neither we nor any of the U.S. Selling Group Members have taken or will take any action which would constitute a violation of Regulation M of the U.S. Exchange Act in connection with the offer or sale of the Offered Securities; (ix) no Underwriter Covered Person is subject to a Disqualifications Event; andlaws.

Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants, covenants and agrees agrees, as at the date hereof and as at the Closing Date, that: 1. The Corporation is, and on at the Closing Date and any Over-Allotment Closing Date will be be, a Foreign Private IssuerIssuer with no Substantial U.S. Market Interest in its Common Shares. 2. The Corporation is not, and as a result of the sales of the Offered Securities contemplated hereby and following the application of the proceeds thereof from the sale of the Offered Securities will not be, an open-end investment company or unit investment trust registered, registered or required to be registered, or a closed-end registered as an “investment company required to be registered, but not registered, company” under the United States Investment Company Act of 1940, as amended. 3. The offering of the Offered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons by the Agent through its U.S. Affiliate for sale by the Corporation is not prohibited pursuant to a court order issued pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations promulgated thereunder. 4. Except with respect to offers sales to Qualified Institutional Buyers and sales in accordance with this Schedule “A” of (i) Offered Securities to IAIs and/or QIBs U.S. Accredited Investors solicited by the Agent in reliance upon an the exemption from the registration under requirements of the U.S. Securities ActAct provided by Rule 506(b) of Regulation D and similar exemptions under applicable state securities laws, neither none of the Corporation nor any of Corporation, its affiliates, nor or any person acting on its or any of their behalf (other than the UnderwriterAgents, any the U.S. Selling Group Member and Affiliates, their respective affiliates or any person acting on any of their behalfbehalf (including any Selling Firm), as to whom in respect of which no representation, warranty, covenant or agreement is made), has made or will make: (Aa) any offer to sell, or any solicitation of an offer to buy, any Offered Securities to a person in the United States to or, or for the account or benefit ofof a U.S. Person or person in the United States, U.S. Persons; or (Bb) any sale of Offered Securities unless, at the time the buy order was or will have been originated, the purchaser is (i) the Purchaser is outside the United States, States and not acting to or for the account or benefit of a U.S. Person or a person in the United States or (ii) the Corporation, its affiliates, and any person acting on any of their behalf reasonably believe that the Purchaser is outside the United States and not acting to or for the account or benefit of a U.S. Person or a person in the United States. 5. During the period in which Offered Securities are offered for sale, none of the Corporation, its affiliates, or any person acting on any of their behalf (other than the Agents, the U.S. Affiliates, their respective affiliates or any person acting on its behalf (other than the Underwriters, their affiliates and any person acting on their behalf, as to whom no representation is made) reasonably believe that the purchaser is outside the United States. 4. Neither it nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriterincluding any Selling Firm), any U.S. Selling Group Member and any person acting on their behalf, as to whom in respect of which no representation, warranty, covenant or agreement is made), ) has engaged in or will engage in any Directed Selling Efforts in respect of the Common Shares, or has taken or will take any action that would cause the exemption afforded by Rule 506(b) of Regulation D or the exclusion from registration afforded by Rule 903 of Regulation S or the exemption from registration afforded by Rule 506(b) of Regulation D or section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of the Offered Securities pursuant to in accordance with the Underwriting Agency Agreement, including this Schedule “C”. 56. None of the Corporation, any of its affiliates or any person acting on its or any of their behalf (other than the UnderwriterAgents, any the U.S. Selling Group Member and Affiliates, their respective affiliates or any person acting on any of their behalfbehalf (including any Selling Firm), as to whom in respect of which no representation, warranty, covenant or agreement is made) have (i) engaged has offered or will engage in any form of General Solicitation offer to sell, or General Advertising with respect has solicited or will solicit offers to offers or sales of the buy, Offered Securities in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons, Persons by means of any form of General Solicitation or (ii) undertaken General Advertising or has taken or will take any activity in a manner involving action that would constitute a public offering of the Offered Securities to or for the account or benefit of U.S. Persons or persons in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act. 67. In connection with offers and sales None of Offered Securities outside the United States and not to, or for the account or benefit of, U.S. Persons, the Corporation, its affiliates, and affiliates or any person acting on its or any of their behalf (other than the UnderwriterAgents, any the U.S. Selling Group Member and Affiliates, their respective affiliates, or any person acting on any of their behalfbehalf (including any Selling Firm), as to whom in respect of which no representation, warranty, covenant or agreement is made) have complied and will comply with the requirements for an Offshore Transaction in respect of such Offered Securities. 7. With respect to the Regulation D Offering, if any, none of the Corporation, any of its predecessors, any affiliated issuer, any director, executive officerhas offered or sold, or any other officer of the Corporation participating in the Regulation D Offering, any beneficial owner (as that term is defined in Rule 13d-3 under the U.S. Securities Act) of 20% or more of the Corporation’s outstanding voting equity securities, calculated on the basis of voting power, and any promoter (as defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D that, if contemplated by Rule 506(e) of Regulation D, is described in the U.S. Memorandum and the Corporation is not aware of any person other than any Issuer Covered Person or any Underwriter Covered Person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the offer or sale of Offered Units pursuant to Regulation D. The Corporation will notify the Underwriter in writingsell, prior to each Closing Date, of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person. 8. None of the Corporation, its affiliates (as defined in Rule 405 under the U.S. Securities Act) or any person acting on its or their behalf (except for the Underwriter, the U.S. Selling Group Members and any person acting on their behalf, as to whom no representation, warranty or covenant is made) has engaged in or will engage in any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act or any action which would constitute a violation of Regulation M under the U.S. Exchange Act with respect to offers or sales of the Offered Securities in the United States or to, to or for the account or benefit ofof a U.S. Person or person in the United States, except for offers made by the Agent through the U.S. Persons. 9. The Corporation will, within Affiliates in reliance on the prescribed time periods after exemption from registration requirements of the first sale U.S. Securities Act provided by Rule 506(b) of Regulation D; or (ii) any of the Offered Securities in outside the United States or to, or for the account or benefit of, to non-U.S. Persons, prepare and file any forms or notices required under except for offers made in Offshore Transactions in accordance with Rule 903 of Regulation S. 8. Since the U.S. Securities Act or any state securities laws in connection with date that is six months prior to start of the sale Offering of the Offered Securities, including but it has not limited sold, offered for sale or solicited any offer to filing Form D, if applicable, with the SEC. 10. Except with respect to the offer and sale of the Offered Securities offered under this Agreement, the Corporation has not, within six months before the commencement of the offer and sale of the Offered Securitiesbuy, and it will not within six months after the Closing Datesell, offer for sale or sell solicit any offer to buy, any of its securities in a manner that would be integrated with the offer and sale of the Offered Securities and would cause the exemption from registration pursuant to Rule 506(b) of Regulation D or Section 4(a)(2) of the U.S. Securities Act or the exclusion from registration set forth in Rule 903 of Regulation S to become unavailable with respect to the offer and sale of the Offered Securities. In connection with the private placement in the United States of units of Titan Medical Inc. (the “Corporation”) pursuant to the Underwriting Agreement dated February 8, 2021 among the Corporation and Xxxxx Xxxxxx Securities Inc. (the “Underwriter”), each of the undersigned does hereby certify as follows with respect to its activities: (i) the undersigned U.S. Selling Group Member who offered Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons is on the date hereof and was on the date of each offer and subsequent sale by the Corporation of such Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons duly registered as a broker or dealer with the United States Securities and Exchange Commission under the U.S. Exchange Act of 1934 (the “U.S. Exchange Act”) and under the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc.; (ii) all offers and sales of Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons were effected by or only through the U.S. Selling Group Member or pursuant to Rule 15a-6 under the U.S. Exchange Act and have been effected in accordance with all applicable U.S. federal and state broker-dealer requirements; (iii) each offeree of Offered Securities that is in the United States, that is a U.S. Person or that is acting for the account or benefit of a U.S. Person, was provided with a copy of the U.S. Memorandum and no other written material was used in connection with the offer and sale of Offered Securities in the United States; (iv) immediately prior to making each offer to offerees of Offered Securities that are in the United States, that are U.S. Persons or that are acting for the account or benefit of U.S. Persons, we had reasonable grounds to believe and did reasonably believe that each such offeree was an IAI and/or QIB, and, on the date hereof, we continue to reasonably believe that each person offered Offered Securities in the United States or that is, or is acting for the account or benefit of, a U.S. Person is an IAI and/or QIB; (v) we obtained from each Purchaser in the United States, U.S. Person and purchaser acting for the account or benefit of a U.S. Person, an executed QIB Letter or AI Certificate, as applicable, and we have delivered the same to the Corporation; (vi) no form of General Solicitation or General Advertising was used by us in connection with the offer of the Offered Securities in the United States; (vii) there were no Directed Selling Efforts with respect to the Offered Securities; (viii) neither we nor any of the U.S. Selling Group Members have taken or will take any action which would constitute a violation of Regulation M of the U.S. Exchange Act in connection with the offer or sale of the Offered Securities; (ix) no Underwriter Covered Person is subject to a Disqualifications Event; andOffered

Representations, Warranties and Covenants of the Corporation. The Corporation acknowledges and agrees that the Securities have not been and will not be registered under the U.S. Securities Act or applicable securities laws of any state of the United States, and the Securities may be offered and sold only in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any applicable securities laws of any state of the United States. Accordingly, the Corporation represents, warrants, covenants and agrees to and with the Agent, as of the date hereof, the Closing Date and any Option Closing Date, that: 1. The Corporation isis a “foreign issuer”, within the meaning of Rule 902(e) of Regulation S, and on believes that there is a Substantial U.S. Market Interest in the Closing Date and Securities or any Over-Allotment Closing Date will be a Foreign Private Issuerclass of the Corporation’s equity securities. 2. The Corporation is not, and as a result of the sales sale of the Offered Securities contemplated hereby and the application of the proceeds thereof will not be, an open-end investment company or unit investment trust registered, or required to be registered, or a closed-end registered as an “investment company required to be registered, but not registeredcompany”, under the United States Investment Company Act of 1940, as amended. 3. During the period in which the Securities are offered for sale, none of it, its affiliates, or any person acting on any of their behalf (other than the Agent, the U.S. Placement Agent, any other Selling Firm, any of their respective affiliates, or any person acting on any of their behalf in respect of which no representation, warranty, covenant or agreement is made): (i) has made or will make any Directed Selling Efforts; or (ii) has engaged in or will engage in any form of General Solicitation or General Advertising with respect to offers or sales of the Securities to, or for the account or benefit of, persons in the United States or U.S. Persons, or (iii) has taken or will take any action that would constitute a public offering of the Securities to, or for the account or benefit of, persons in the United States or U.S. Persons within the meaning of Section 4(a)(2) of the U.S. Securities Act. 4. For a period beginning six months prior to the commencement of the Offering and ending six months after completion of the Offering, none of it, its affiliates or any person acting on any of their behalf (other than the Agent, the U.S. Placement Agents, any other Selling Firm, any of their respective affiliates, or any person acting on any of their behalf in respect of which no representation, warranty, covenant or agreement is made) has sold, offered for sale or solicited any offer to buy, or will sell, offer for sale or solicit any offer to buy, any of the Corporation’s securities in a manner that would be integrated with the offer and sale of the Securities and would cause the exemption from registration set forth in section 4(a)(2) of the U.S. Securities Act to become unavailable with respect to the offer and sale of the Securities. 5. The Corporation hereby agrees with the Agent not to register or permit the Transfer Agent to register any transfer of the Securities (whether offered and sold inside or outside of the United States, or to, or for the account or benefit of U.S. Persons or persons in the United States) not made in accordance with the provisions of Regulation S, pursuant to registration under the U.S. Securities Act, or pursuant to an exemption from such registration requirements. 6. During the period in which the Securities are offered for sale, none of the Corporation, its affiliates, or any person acting on any of their behalf (other than the Agent, the U.S. Placement Agents, any other Selling Firm, any of their respective affiliates or any person acting on their behalf, in respect of which no representation, warranty, covenant or agreement is made) has taken or will take any action (i) in violation of Regulation M under the U.S. Exchange Act in connection with the offer or sale of the Securities or (ii) that would cause the exemption afforded by Section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of the Securities to, or for the account or benefit of, persons in the United States and U.S. Persons in accordance with the Agreement, or the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Securities outside the United States to non-U.S. Persons in accordance with the Agreement. 7. Except with respect to offers and sales of Securities in accordance with this Agreement (including this Schedule “A” of (i) Offered Securities to IAIs and/or QIBs Qualified Institutional Buyers in reliance upon an the exemption from registration under afforded by Section 4(a)(2) of the U.S. Securities Act, neither none of the Corporation nor any of Corporation, its affiliates, nor or any person acting on its or their behalf (other than the UnderwriterAgent, the U.S. Placement Agents, any U.S. other Selling Group Member and Firm, any of their respective affiliates or any person acting on any of their behalf, as to whom in respect of which no representation, warranty, covenant or agreement is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Securities to a person in the United States to orto, or for the account or benefit of, persons in the United States or U.S. Persons; or (B) any sale of Offered Securities unless, at the time the buy order was or will have been originated, the purchaser Purchaser is (i) outside the United StatesStates and not a U.S. Person, not acting for the account or benefit of a person in the United States or a U.S. Person, or (ii) the Corporation, its affiliates or any person acting on its behalf (other than the Underwriters, their affiliates and any person acting on their behalf, as to whom no representation is made) reasonably believe that the purchaser is outside the United States. 4. Neither it nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made), has engaged or will engage in any Directed Selling Efforts in respect of the Common Shares, or has taken or will take any action that would cause the exemption from registration afforded by Rule 903 of Regulation S or the exemption from registration afforded by Rule 506(b) of Regulation D or section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of the Offered Securities pursuant to the Underwriting Agreement. 5. None of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made) have (i) engaged or will engage in any form of General Solicitation or General Advertising with respect to offers or sales of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons, or (ii) undertaken any activity in a manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 6. In connection with offers and sales of Offered Securities outside the United States and not to, or for the account or benefit of, U.S. Persons, the Corporation, its affiliates, and any person acting on its or their behalf (other than reasonably believes that the UnderwriterPurchaser is outside the United States and not a U.S. Person, any U.S. Selling Group Member and any not acting for the account or benefit of a person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made) have complied and will comply with the requirements for an Offshore Transaction in respect of such Offered Securities. 7. With respect to the Regulation D Offering, if any, none of the Corporation, any of its predecessors, any affiliated issuer, any director, executive officer, or any other officer of the Corporation participating in the Regulation D Offering, any beneficial owner (as that term is defined in Rule 13d-3 under the United States or a U.S. Securities Act) of 20% or more of the Corporation’s outstanding voting equity securities, calculated on the basis of voting power, and any promoter (as defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D that, if contemplated by Rule 506(e) of Regulation D, is described in the U.S. Memorandum and the Corporation is not aware of any person other than any Issuer Covered Person or any Underwriter Covered Person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the offer or sale of Offered Units pursuant to Regulation D. The Corporation will notify the Underwriter in writing, prior to each Closing Date, of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person. 8. None of the Corporation, its affiliates (as defined in Rule 405 under the U.S. Securities Act) Corporation or any person acting on of its or their behalf (except for predecessors has had the Underwriter, the U.S. Selling Group Members and any person acting on their behalf, as to whom no representation, warranty or covenant is made) has engaged in or will engage in any conduct involving registration of a public offering within the meaning class of Section 4(a)(2) of the U.S. Securities Act or any action which would constitute a violation of Regulation M securities under the U.S. Exchange Act with respect to offers or sales of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons. 9. The Corporation will, within the prescribed time periods after the first sale of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons, prepare and file any forms or notices required under revoked by the U.S. Securities Act or any state securities laws in connection with the sale of the Offered Securities, including but not limited to filing Form D, if applicable, with the SEC. 10. Except with respect to the offer and sale of the Offered Securities offered under this Agreement, the Corporation has not, within six months before the commencement of the offer and sale of the Offered Securities, and will not within six months after the Closing Date, offer or sell any securities in a manner that would be integrated with the offer and sale of the Offered Securities and would cause the exemption from registration Exchange Commission pursuant to Rule 506(b) of Regulation D or Section 4(a)(212(j) of the U.S. Securities Exchange Act and any rules or the exclusion from registration set forth in Rule 903 of Regulation S to become unavailable with respect to the offer and sale of the Offered Securitiesregulations promulgated thereunder. In connection with the private placement in the United States of units the Securities of Titan Medical Cresco Labs Inc. (the “Corporation”) pursuant to the Underwriting Agreement agency agreement dated February 8effective as of January 19, 2021 among by and between the Corporation and Xxxxx Xxxxxx Securities Inc. the Agent named therein (the “UnderwriterAgreement”), each of the undersigned does do hereby certify as follows with respect to its activitiesfollows: 1. AGP/Alliance Global Partners (ithe “U.S. Placement Agent”) was on the undersigned U.S. Selling Group Member who offered Offered date of each offer and sale of Securities in the United States or to, or for the account or benefit of, U.S. Persons is on the date hereof and was on the date of each offer and subsequent sale by the Corporation of such Offered Securities a person in the United States or toa U.S. Person, or for and is on the account or benefit ofdate hereof, U.S. Persons a duly registered as a broker or broker-dealer with the United States Securities and Exchange Commission under the U.S. Exchange Act of 1934 (the “U.S. Exchange Act”) and under the securities laws of each state in which such offer or sale is offers and sales were made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of of, and in good standing with with, the Financial Industry Regulatory Authority, Inc.; (ii) all 2. All offers and sales of Offered the Securities in the United States or to, or for the account or benefit of, persons in the United States and U.S. Persons were effected have been conducted by or only us through the U.S. Selling Group Member or pursuant to Rule 15a-6 under the U.S. Exchange Act Placement Agent and have been effected in accordance with the terms of the Agreement (including Schedule A thereto) and all applicable U.S. federal and state broker-dealer requirements;. (iii) 3. Immediately prior to offering Securities to each offeree of Offered Securities that is in the United Stateswas, that is a U.S. Person or that is was acting for the account or benefit of of, a person in the United States or a U.S. PersonPerson (each, a “U.S. Offeree”), we had reasonable grounds to believe and did believe that each U.S. Offeree was a Qualified Institutional Buyer and, on the date hereof, we continue to believe that each U.S. Purchaser purchasing the Securities from the Corporation is a Qualified Institutional Buyer. 4. Each U.S. Offeree of Securities was provided with a copy of the U.S. Memorandum Memorandum, in the form agreed to by the Corporation and the Agent, including the Base Prospectus or the Prospectus, and each U.S. Purchaser of Securities was provided with a copy of the U.S. Memorandum, including the Prospectus, and no other written material was used in connection with the offer and sale of Offered the Securities in the United States; (iv) immediately prior to making each offer to offerees of Offered Securities that are in the United States, that are U.S. Persons or that are acting for the account or benefit of U.S. Persons, we had reasonable grounds to believe and did reasonably believe that each such offeree was an IAI and/or QIB, and, on the date hereof, we continue to reasonably believe that each person offered Offered Securities in the United States or that isto, or is acting for the account or benefit of, a U.S. Person is an IAI and/or QIB; (v) we obtained from each Purchaser person in the United StatesStates or a U.S. Person; 5. No form of “general solicitation” or “general advertising” (as those terms are used in Rule 502(c) of Regulation D) was used by us, U.S. Person including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet or broadcast over radio, television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising, in connection with the offer and purchaser acting sale of the Securities to, or for the account or benefit of a U.S. Personof, an executed QIB Letter or AI Certificate, as applicable, and we have delivered the same to the Corporation; (vi) no form of General Solicitation or General Advertising was used by us in connection with the offer of the Offered Securities persons in the United States;States or U.S. Persons. (vii) there were no Directed Selling Efforts with respect 6. Prior to any sale of Securities to a U.S. Purchaser, we caused each such U.S. Purchaser to execute and deliver a U.S. QIB Letter in the form of Exhibit I to the Offered Securities;final U.S. Memorandum. (viii) neither 7. Neither we nor any of the U.S. Selling Group Members our affiliates have taken or will take take, directly or indirectly, any action which would constitute a in violation of Regulation M of under the U.S. Exchange Act in connection with respect to the offer or sale of the Offered Securities;. (ix) no Underwriter Covered Person is subject to a Disqualifications Event; and8. The offering of the Securities has been conducted by us in accordance with the terms of the Agreement, including Schedule A thereto.

Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants, covenants and agrees that, as of the date hereof and the Closing Date: 1. The Corporation isis a “foreign issuer”, within the meaning of Regulation S, and on reasonably believes that there is no Substantial U.S. Market Interest in the Closing Date and Offered Units, the Unit Shares, the Warrants, the Warrant Shares or any Over-Allotment Closing Date will be a Foreign Private Issuerclass of the Corporation’s equity securities. 2. The Corporation is not, and as a result of the sales sale of the Offered Securities contemplated hereby Units, the Unit Shares and the application Warrants and the issuance of the proceeds thereof Warrant Shares will not be, an open-end “investment company or unit investment trust registeredcompany”, or required to be registered, or a closed-end investment company required to be registered, but not registered, under as defined in the United States Investment Company Act of 1940, as amended, registered or required to registered under such Act. 3. During the period in which the Offered Units, the Unit Shares and the Warrants are offered for sale, none of it, its affiliates, or any person acting on its or their behalf (other than the Agent, the U.S. Selling Group Member, any of its or their respective affiliates, or any person acting on any of its or their behalf in respect of which no representation, warranty, covenant or agreement is made): (i) has made or will make any Directed Selling Efforts; or (ii) has engaged in or will engage in any form of “general solicitation” or “general advertising” (as those terms are used in Rule 502(c) of Regulation D) with respect to offers or sales of the Offered Units, the Unit Shares or the Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons, including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet, or broadcast over radio, television or the internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising or has taken or will take any action that would constitute a public offering of the Offered Units and/or Additional Warrants in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act. 4. For a period of six months prior to the commencement of the Offering, none of it, its affiliates or any person acting on its or their behalf (other than the Agent, the U.S. Selling Group Member, any of its or their respective affiliates, or any person acting on any of its or their behalf in respect of which no representation, warranty, covenant or agreement is made): (i) has sold, offered for sale or solicited any offer to buy, and will not sell, offer for sale or solicit any offer to buy, any of the Corporation’s securities in a manner that would be integrated with the offer and sale of the Offered Units, the Unit Shares or the Warrants and would cause the exemption from registration set forth in Rule 506(b) of Regulation D to become unavailable with respect to the offer and sale of the Offered Units, the Unit Shares or the Warrants, and (ii) has engaged or will engage in any general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D) in connection with any offer or sale of the Corporation’s securities in reliance upon Rule 506(c) of Regulation D or otherwise in a manner that would be integrated with the offer and sale of the Offered Units, the Unit Shares or the Warrants and would cause the exemption from registration set forth in Rule 506(b) of Regulation D to become unavailable with respect to the offer and sale of the Offered Units, the Unit Shares or the Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons. 5. During the period in which the Offered Units, the Unit Shares and the Warrants are offered for sale, none of the Corporation, its affiliates, or any person acting on any of its or their behalf (other than the Agent, the U.S. Selling Group Member, any of its or their respective affiliates or any person acting on its or their behalf, in respect of which no representation, warranty, covenant or agreement is made) has taken or will take any action (i) in violation of Regulation M under the U. S. Exchange Act in connection with the offer or sale of the Offered Units, the Unit Shares or the Warrant Shares or (ii) that would cause the exemption afforded by Rule 506(b) of RegulationD to be unavailable for offers and sales of the Offered Units, the Unit Shares or the Warrants in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons in accordance with the Agreement, or the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Units, the Unit Shares or the Warrants outside the United States to non-U.S. Persons in accordance with the Agreement. 6. Within 15 days of the first sale of the Offered Units, the Unit Shares or the Warrants in the United States to, or for the account or benefit of, persons in the United States or U.S. Persons, the Corporation will file a Form D, Notice of Sale, with the United States Securities and Exchange Commission and any applicable state securities commissions in connection with the offer and sale of such securities. 7. Neither the Corporation nor any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction, temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D. 8. Except with respect to offers and sales in accordance with this Agreement (including this Schedule “A” of (iD”) Offered Securities to IAIs and/or QIBs to, or for the account or benefit of, persons in the United States or U.S. Persons that are either Institutional Accredited Investors or Qualified Institutional Buyers in reliance upon an the exemption from registration under set forth in Rule 506(b) of Regulation D, none of the U.S. Securities ActCorporation, neither the Corporation nor any of its affiliates, nor or any person acting on its or their behalf (other than the UnderwriterAgent, the U. S. Selling Group Member, any U.S. Selling Group Member and of its or their respective affiliates or any person acting on any of its or their behalf, as to whom in respect of which no representation, warranty, covenant or agreement is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Securities to a person Units, Unit Shares or Warrants in the United States to oror to, or for the account or benefit of, a person in the United States or a U.S. PersonsPerson; or (B) any sale of Offered Securities Units, Unit Shares or Warrants unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States, not a U.S. Person and not acting for the account or (ii) the Corporation, its affiliates or any benefit of a person acting on its behalf (other than the Underwriters, their affiliates and any person acting on their behalf, as to whom no representation is made) reasonably believe that the purchaser is outside the United States. 4. Neither it nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made), has engaged or will engage in any Directed Selling Efforts in respect of the Common Shares, or has taken or will take any action that would cause the exemption from registration afforded by Rule 903 of Regulation S or the exemption from registration afforded by Rule 506(b) of Regulation D or section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of the Offered Securities pursuant to the Underwriting Agreement. 5. None of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made) have (i) engaged or will engage in any form of General Solicitation or General Advertising with respect to offers or sales of the Offered Securities in the United States or to, or for the account or benefit of, a U.S. Persons, Person or (ii) undertaken any activity in a manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 6. In connection with offers and sales of Offered Securities outside the United States and not to, or for the account or benefit of, U.S. Persons, the Corporation, its affiliates, and any person acting on its or their behalf (other than reasonably believes that the Underwriterpurchaser is outside the United States, any not a U.S. Selling Group Member Person and any not acting for the account or benefit of a person acting on their behalf, as to whom no representation, warranty, covenant in the United States or agreement is made) have complied and will comply with the requirements for an Offshore Transaction in respect of such Offered Securitiesa U.S. Person. 79. With As of the Closing Date, with respect to the offer and sale of the Regulation D Offering, if anySecurities, none of the Corporation, any of its predecessors, any affiliated “affiliated” (as such term is defined in Rule 501(b) of Regulation D) issuer, any director, executive officer, officer or any other officer of the Corporation participating in the offering of the Regulation D OfferingSecurities, any beneficial owner (as that term is defined in Rule 13d-3 under the U.S. Securities Act) of 20% or more of the Corporation’s outstanding voting equity securities, calculated on the basis of voting power, and or any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity at the time of sale of the Regulation D Securities (each, an “Issuer other than any Dealer Covered Person” and, togetheras to whom no representation, “Issuer Covered Persons”warranty, acknowledgement, covenant or agreement is made) is subject to any Disqualification Event. 10. As of the Closing Date, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D that, if contemplated by Rule 506(e) of Regulation D, is described in the U.S. Memorandum and the Corporation is not aware of any person (other than any Issuer Dealer Covered Person or any Underwriter Covered Person Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities. In connection with the private placement to, or for the account or benefit of, persons in the United States and U.S. Persons of the Offered Units of Titan Medical Inc. (the “Corporation”) pursuant to the agency agreement dated April 3, 2018 by and between the Corporation and the Agent (the “Agreement”), the undersigned do hereby certify as follows: 1. (the “U.S. Selling Group Member”) was on the date of each offer or and sale of Offered Units pursuant to Regulation D. The Corporation will notify the Underwriter in writingUnits, prior to each Closing Date, of (i) any Disqualification Event relating to any Issuer Covered Person Unit Shares and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person. 8. None of the Corporation, its affiliates (as defined in Rule 405 under the U.S. Securities Act) or any person acting on its or their behalf (except for the Underwriter, the U.S. Selling Group Members and any person acting on their behalf, as to whom no representation, warranty or covenant is made) has engaged in or will engage in any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act or any action which would constitute a violation of Regulation M under the U.S. Exchange Act with respect to offers or sales of the Offered Securities Warrants in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons., and is on the date hereof, a duly registered broker-dealer with the United States Securities and Exchange Commission and under the securities laws of each state in which such offers and sales were made (unless exempted from the respective state’s broker- dealer registration requirements) and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc. 92. The Corporation will, within the prescribed time periods after the first sale All offers and sales of the Offered Securities Units, the Unit Shares and the Warrants in the United States or to, or for the account or benefit of, U.S. Persons, prepare and file any forms or notices required under the U.S. Securities Act or any state securities laws in connection with the sale of the Offered Securities, including but not limited to filing Form D, if applicable, with the SEC. 10. Except with respect to the offer and sale of the Offered Securities offered under this Agreement, the Corporation has not, within six months before the commencement of the offer and sale of the Offered Securities, and will not within six months after the Closing Date, offer or sell any securities in a manner that would be integrated with the offer and sale of the Offered Securities and would cause the exemption from registration pursuant to Rule 506(b) of Regulation D or Section 4(a)(2) of the U.S. Securities Act or the exclusion from registration set forth in Rule 903 of Regulation S to become unavailable with respect to the offer and sale of the Offered Securities. In connection with the private placement persons in the United States of units of Titan Medical Inc. (the “Corporation”) pursuant to the Underwriting Agreement dated February 8, 2021 among the Corporation and Xxxxx Xxxxxx Securities Inc. (the “Underwriter”), each of the undersigned does hereby certify as follows with respect to its activities: (i) the undersigned U.S. Selling Group Member who offered Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons is on the date hereof and was on the date of each offer and subsequent sale have been conducted by the Corporation of such Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons duly registered as a broker or dealer with the United States Securities and Exchange Commission under the U.S. Exchange Act of 1934 (the “U.S. Exchange Act”) and under the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc.; (ii) all offers and sales of Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons were effected by or only us through the U.S. Selling Group Member or pursuant to Rule 15a-6 under the U.S. Exchange Act and have been effected in accordance with the terms of the Agreement (including Schedule “D” thereto) and all applicable U.S. federal and state broker-dealer broker- dealers requirements;. 3. Immediately prior to offering Offered Units, the Unit Shares and the Warrants to each prospective purchasers in the United States, who was a U.S. Person or who was acting for the account or benefit of a person in the United States or a U.S. Person (iii) each, a “U.S. Offeree”), we had reasonable grounds to believe and did believe that each offeree U.S. Offeree was either an Institutional Accredited Investor or a Qualified Institutional Buyer and, on the date hereof, we continue to believe that each U.S. Offeree purchasing the Offered Units from the Corporation is either an Institutional Accredited Investor or a Qualified Institutional Buyer. 4. Each U.S. Offeree of Offered Securities that Units, Unit Shares or Warrants was provided with a copy of the final U.S. Memorandum, in the form agreed to by the Corporation and the Agent, including the Prospectus, and each purchaser of Offered Units, Unit Shares or Warrants who (i) is in the United States, that (ii) is a U.S. Person or that Person, (iii) is acting for the account or benefit of a person in the United States or a U.S. PersonPerson or (iv) was offered Offered Units, Unit Shares or Warrants in the United States, was provided with a copy of the final U.S. Memorandum Memorandum, including the Prospectus, and no other written material was used in connection with the offer and sale of the Offered Securities in Units, the United States; (iv) immediately prior to making each offer to offerees of Offered Securities that are in Unit Shares or the United States, that are U.S. Persons or that are acting for the account or benefit of U.S. Persons, we had reasonable grounds to believe and did reasonably believe that each such offeree was an IAI and/or QIB, and, on the date hereof, we continue to reasonably believe that each person offered Offered Securities in the United States or that isWarrants to, or is acting for the account or benefit of, a U.S. Person is an IAI and/or QIB; (v) we obtained from each Purchaser persons in the United StatesStates or U.S. Persons; 5. No form of “general solicitation” or “general advertising” (as those terms are used in Rule 502(c) of Regulation D) was used by us, U.S. Person including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet or broadcast over radio, television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising, in connection with the offer and purchaser acting sale of the Offered Units, the Unit Shares or the Warrants to, or for the account or benefit of a U.S. Personof, an executed QIB Letter or AI Certificate, as applicable, and we have delivered the same to the Corporation; (vi) no form of General Solicitation or General Advertising was used by us in connection with the offer of the Offered Securities persons in the United States;States or U.S. Persons. 6. Prior to any sale of Offered Units, the Unit Shares or Warrants to a U.S. Offeree, we caused each such U.S. Offeree who is (viii) there were no Directed Selling Efforts with respect a Qualified Institutional Buyer to execute and a QIB Letter in the form of Exhibit I to the Offered Securities;U.S. Memorandum or (ii) an Institutional Accredited Investor to execute a U.S. Subscription Agreement substantially in the form of Exhibit II to the U.S. Memorandum. (viii) neither 7. Neither we nor any of the U.S. Selling Group Members our affiliates have taken or will take take, directly or indirectly, any action which would constitute a in violation of Regulation M of under the U.S. Exchange Act in connection with respect to the offer or sale of the Offered Units, the Unit Shares or the Warrants. 8. None of (i) the undersigned, (ii) the undersigned’s general partners or managing members, (iii) any of the undersigned’s directors, executive officers or other officers participating in the offering of the Regulation D Securities; , (ixiv) no Underwriter any of the undersigned’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons, including any Selling Firm and any such persons related to such Selling Firm, that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with sale of Regulation D Securities (each, a “Dealer Covered Person Person” and, collectively, the “Dealer Covered Persons”), is subject to any to any of the “Bad Actor” disqualifications described in Rule 506(d)(1) under Regulation D (a Disqualifications “Disqualification Event; and”). 9. The undersigned represents that it is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities. 10. The offering of the Offered Units, the Unit Shares or the Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons has been conducted by us in accordance with the terms of the Agreement, including Schedule “D” thereto.

Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants, covenants and agrees that, as of the date hereof and the Closing Date: 1. The Corporation isis a “foreign issuer”, within the meaning of Regulation S, and on reasonably believes that there is no Substantial U.S. Market Interest in the Closing Date and Offered Units, the Unit Shares, the Warrants, the Warrant Shares or any Over-Allotment Closing Date will be a Foreign Private Issuerclass of the Corporation’s equity securities. 2. The Corporation is not, and as a result of the sales sale of the Offered Securities contemplated hereby Units, the Unit Shares and the application Warrants and the issuance of the proceeds thereof Warrant Shares will not be, an open-end “investment company or unit investment trust registeredcompany”, or required to be registered, or a closed-end investment company required to be registered, but not registered, under as defined in the United States Investment Company Act of 1940, as amended, registered or required to registered under such Act. 3. During the period in which the Offered Units, the Unit Shares and the Warrants are offered for sale, none of it, its affiliates, or any person acting on its or their behalf (other than the Agent, the U.S. Selling Group Member, any of its or their respective affiliates, or any person acting on any of its or their behalf in respect of which no representation, warrant, covenant or agreement is made): (i) has made or will make any Directed Selling Efforts; or (ii) has engaged in or will engage in any form of “general solicitation” or “general advertising” (as those terms are used in Rule 502(c) of Regulation D) with respect to offers or sales of the Offered Units, the Unit Shares or the Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons, including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet, or broadcast over radio, television or the internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising or has taken or will take any action that would constitute a public offering of the Offered Units in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act. 4. The Corporation has not, for a period of six months prior to the commencement of the Offering of Offered Units, sold, offered for sale or solicited any offer to buy any of its securities in a manner that would be integrated with the offer and sale of the Offered Units, the Unit Shares or the Warrants and would cause the exemption from registration set forth in Rule 506(b) of Regulation D to become unavailable with respect to the offer and sale of the Offered Units, the Unit Shares or the Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons. 5. During the period in which the Offered Units, the Unit Shares and the Warrants are offered for sale, none of the Corporation, its affiliates, or any person acting on any of its or their behalf (other than the Agent, the U.S. Selling Group Member, any of its or their respective affiliates or any person acting on its or their behalf, in respect of which no representation, warranty, covenant or agreement is made) has taken or will take any action (i) in violation of Regulation M under the U.S. Exchange Act in connection with the offer or sale of the Offered Units, the Unit Shares or the Warrant Shares or (ii) that would cause the exemption afforded by Rule 506(b) of Regulation D to be unavailable for offers and sales of the Offered Units, the Unit Shares or the Warrants in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons in accordance with the Agreement, or the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Units, the Unit Shares or the Warrants outside the United States to non-U.S. Persons in accordance with the Agreement. 6. Within 15 days of the first sale of the Offered Units, the Unit Shares or the Warrants in the United States to, or for the account or benefit of, persons in the United States or U.S. Persons who are Accredited Investors, the Corporation will file a Form D, Notice of Sale, with the United States Securities and Exchange Commission and any applicable state securities commissions in connection with the offer and sale of such securities. 7. Neither the Corporation nor any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction, temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D. 8. Except with respect to offers and sales in accordance with this Agreement (including this Schedule “A” of (iB”) Offered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons to IAIs and/or QIBs Accredited Investors in reliance upon an the exemption from registration under set forth in Rule 506(b) of Regulation D, none of the U.S. Securities ActCorporation, neither the Corporation nor any of its affiliates, nor or any person acting on its or their behalf (other than the UnderwriterAgent, any the U.S. Selling Group Member and Member, any of its or their respective affiliates or any person acting on any of its or their behalf, as to whom in respect of which no representation, warranty, covenant or agreement is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Securities to a person Units, Unit Shares or Warrants in the United States to oror to, or for the account or benefit of, a person in the United States or a U.S. PersonsPerson; or (B) any sale of Offered Securities Units, Unit Shares or Warrants unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States, not a U.S. Person and not acting for the account or (ii) the Corporation, its affiliates or any benefit of a person acting on its behalf (other than the Underwriters, their affiliates and any person acting on their behalf, as to whom no representation is made) reasonably believe that the purchaser is outside the United States. 4. Neither it nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made), has engaged or will engage in any Directed Selling Efforts in respect of the Common Shares, or has taken or will take any action that would cause the exemption from registration afforded by Rule 903 of Regulation S or the exemption from registration afforded by Rule 506(b) of Regulation D or section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of the Offered Securities pursuant to the Underwriting Agreement. 5. None of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made) have (i) engaged or will engage in any form of General Solicitation or General Advertising with respect to offers or sales of the Offered Securities in the United States or to, or for the account or benefit of, a U.S. Persons, Person or (ii) undertaken any activity in a manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 6. In connection with offers and sales of Offered Securities outside the United States and not to, or for the account or benefit of, U.S. Persons, the Corporation, its affiliates, and any person acting on its or their behalf (other than reasonably believes that the Underwriterpurchaser is outside the United States, any not a U.S. Selling Group Member Person and any not acting for the account or benefit of a person acting on their behalf, as to whom no representation, warranty, covenant in the United States or agreement is made) have complied and will comply with the requirements for an Offshore Transaction in respect of such Offered Securitiesa U.S. Person. 79. With As of the Closing Date, with respect to the offer and sale of the Regulation D Offering, if anySecurities, none of the Corporation, any of its predecessors, any affiliated “affiliated” (as such term is defined in Rule 501(b) of Regulation D) issuer, any director, executive officer, officer or any other officer of the Corporation participating in the offering of the Regulation D OfferingSecurities, any beneficial owner (as that term is defined in Rule 13d-3 under the U.S. Securities Act) of 20% or more of the Corporation’s outstanding voting equity securities, calculated on the basis of voting power, and or any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity at the time of sale of the Regulation D Securities (each, an “Issuer other than any Dealer Covered Person” and, together, “Issuer Covered Persons”as to whom no representation is made) is subject to any Disqualification Event. 10. As of the Closing Date, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D that, if contemplated by Rule 506(e) of Regulation D, is described in the U.S. Memorandum and the Corporation is not aware of any person (other than any Issuer Dealer Covered Person or any Underwriter Covered Person Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities. In connection with the private placement to, or for the account or benefit of, persons in the United States and U.S. Persons of the Offered Units of Titan Medical Inc. (the “Corporation”) pursuant to the agency agreement dated February 9, 2016 by and between the Corporation and the Agent (the “Agreement”), the undersigned do hereby certify as follows: 1. ● (the “U.S. Selling Group Member”) was on the date of each offer or and sale of Offered Units pursuant to Regulation D. The Corporation will notify the Underwriter in writingUnits, prior to each Closing Date, of (i) any Disqualification Event relating to any Issuer Covered Person Unit Shares and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person. 8. None of the Corporation, its affiliates (as defined in Rule 405 under the U.S. Securities Act) or any person acting on its or their behalf (except for the Underwriter, the U.S. Selling Group Members and any person acting on their behalf, as to whom no representation, warranty or covenant is made) has engaged in or will engage in any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act or any action which would constitute a violation of Regulation M under the U.S. Exchange Act with respect to offers or sales of the Offered Securities Warrants in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons., and is on the date hereof, a duly registered broker-dealer with the United States Securities and Exchange Commission and under the securities laws of each state in which such offers and sales were made (unless exempted from the respective state’s broker- dealer registration requirements) and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc. 92. The Corporation will, within the prescribed time periods after the first sale All offers and sales of the Offered Securities Units, the Unit Shares and the Warrants in the United States or to, or for the account or benefit of, U.S. Persons, prepare and file any forms or notices required under the U.S. Securities Act or any state securities laws in connection with the sale of the Offered Securities, including but not limited to filing Form D, if applicable, with the SEC. 10. Except with respect to the offer and sale of the Offered Securities offered under this Agreement, the Corporation has not, within six months before the commencement of the offer and sale of the Offered Securities, and will not within six months after the Closing Date, offer or sell any securities in a manner that would be integrated with the offer and sale of the Offered Securities and would cause the exemption from registration pursuant to Rule 506(b) of Regulation D or Section 4(a)(2) of the U.S. Securities Act or the exclusion from registration set forth in Rule 903 of Regulation S to become unavailable with respect to the offer and sale of the Offered Securities. In connection with the private placement persons in the United States of units of Titan Medical Inc. (the “Corporation”) pursuant to the Underwriting Agreement dated February 8, 2021 among the Corporation and Xxxxx Xxxxxx Securities Inc. (the “Underwriter”), each of the undersigned does hereby certify as follows with respect to its activities: (i) the undersigned U.S. Selling Group Member who offered Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons is on the date hereof and was on the date of each offer and subsequent sale have been conducted by the Corporation of such Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons duly registered as a broker or dealer with the United States Securities and Exchange Commission under the U.S. Exchange Act of 1934 (the “U.S. Exchange Act”) and under the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc.; (ii) all offers and sales of Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons were effected by or only us through the U.S. Selling Group Member or pursuant to Rule 15a-6 under the U.S. Exchange Act and have been effected in accordance with the terms of the Agency Agreement (including Schedule “B” thereto) and all applicable U.S. federal and state broker-dealer dealers requirements;. 3. Immediately prior to offering Offered Units, the Unit Shares and the Warrants to each prospective purchasers in the United States, who was a U.S. Person or who was acting for the account or benefit of a person in the United States or a U.S. Person (iii) each, a “U.S. Offeree”), we had reasonable grounds to believe and did believe that each offeree U.S. Offeree was an Accredited Investor and, on the date hereof, we continue to believe that each U.S. Offeree purchasing the Offered Units from the Corporation is an Accredited Investor. 4. Each U.S. Offeree of Offered Securities that Units, Unit Shares or Warrants was provided with a copy of the final U.S. Memorandum, in the form agreed to by the Corporation and the Agent, including the Prospectus Supplement, and each purchaser of Offered Units, Unit Shares or Warrants who (i) is in the United States, that (ii) is a U.S. Person or that Person, (iii) is acting for the account or benefit of a person in the United States or a U.S. PersonPerson or (iv) was offered Offered Units, Unit Shares or Warrants in the United States, was provided with a copy of the final U.S. Memorandum Memorandum, including the Prospectus Supplement, and no other written material was used in connection with the offer and sale of the Offered Securities in Units, the United States; (iv) immediately prior to making each offer to offerees of Offered Securities that are in Unit Shares or the United States, that are U.S. Persons or that are acting for the account or benefit of U.S. Persons, we had reasonable grounds to believe and did reasonably believe that each such offeree was an IAI and/or QIB, and, on the date hereof, we continue to reasonably believe that each person offered Offered Securities in the United States or that isWarrants to, or is acting for the account or benefit of, a U.S. Person is an IAI and/or QIB; (v) we obtained from each Purchaser persons in the United StatesStates or U.S. Persons; 5. No form of “general solicitation” or “general advertising” (as those terms are used in Rule 502(c) of Regulation D) was used by us, U.S. Person including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet or broadcast over radio, television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising, in connection with the offer and purchaser acting sale of the Offered Units, the Unit Shares or the Warrants to, or for the account or benefit of a U.S. Personof, an executed QIB Letter or AI Certificate, as applicable, and we have delivered the same to the Corporation; (vi) no form of General Solicitation or General Advertising was used by us in connection with the offer of the Offered Securities persons in the United States;States or U.S. Persons. (vii) there were no Directed Selling Efforts with respect 6. Prior to any sale of Offered Units, the Unit Shares or Warrants to a U.S. Offeree, we caused each such U.S. Offeree who is an Accredited Investor to execute a U.S. Subscription Agreement substantially in the form of Exhibit A to the Offered Securities;U.S. Offering Memorandum. (viii) neither 7. Neither we nor any of the U.S. Selling Group Members our affiliates have taken or will take take, directly or indirectly, any action which would constitute a in violation of Regulation M of under the U.S. Exchange Act in connection with respect to the offer or sale of the Offered Units, the Unit Shares or the Warrants. 8. None of (i) the undersigned, (ii) the undersigned’s general partners or managing members, (iii) any of the undersigned’s directors, executive officers or other officers participating in the offering of the Regulation D Securities; , (ixiv) no Underwriter any of the undersigned’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons, including any Selling Firm and any such persons related to such Selling Firm, that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with sale of Regulation D Securities (each, a “Dealer Covered Person Person” and, collectively, the “Dealer Covered Persons”), is subject to any to any of the “Bad Actor” disqualifications described in Rule 506(d)(1) under Regulation D (a Disqualifications “Disqualification Event; and”). 9. The undersigned represents that it is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities. 10. The offering of the Offered Units, the Unit Shares or the Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons has been conducted by us in accordance with the terms of the Agreement, including Schedule “B” thereto. Capitalized terms used in this certificate have the meanings given to them in the Agreement, including Schedule “B” attached thereto, unless otherwise defined herein. DATED this day of , 2016. By: By: Name: Name: Title: Title: Application # Publication # Status US 09/474,924 US 6,358,196 US Patent US 12/227,582 US 8,224,485 US Patent US 12/655,675 US 8,306,656 US Patent US 12/583,351 US 8,332,072 US Patent US 12/459,292 US 8,347,754 US Patent US 13/494,852 US 8,768,509 US Patent US 12/449,779 US 8,792,688 US Patent US 13/660,615 US 8,930,027 US Patent US 13/106,306 US 9,033,998 US Patent US 14/302,723 US 9,149,339 US Patent US 13/660,328 US 2013/0197538 US Application PCT/CA2013/001076 WO/2014/201538 PCT Application US 14/262,221 US 2014/0230595 US Application US 14/261,614 US 2014/0276956 US Application EP 11874984.5 EP 2773277 EP Application US 14/279,828 US 2014/0249546 US Application EP 11876682.3 EP 2785267 EP Application PCT/CA2015/000098 Not yet published PCT Application US 62/121,357 N/A US Provisional Application US 62/147,302 N/A US Provisional Application US 62/156,049 N/A US Provisional Application US 62/180,312 N/A US Provisional Application US 62/191,886 N/A US Provisional Application US 14/831,045 Not yet published US Application US 62/209,157 N/A US Provisional Application CA 2,913,943 CA 2,913,943 CA Application US 62/265,021 N/A US Provisional Application PCT/CA2015/000600 Not yet published PCT Application EP 13887243.7 Not yet published EP Application Not yet assigned1 Not yet published JP Application US 14/899,768 Not yet published US Application 11772/DELNP/2015 Not yet published IN Application Not yet assigned2 Not yet published Awaiting WO & Publication Not yet assigned3 Not yet published Awaiting WO & Publication US 62/280,230 N/A US Provisional Application US 62/280,334 N/A US Provisional Application TBD4 Not yet published CN Application 1 Japanese National Phase Application of PCT/CA2013/001076 2 PCT Application Filed January 8 2016 3 PCT Application Filed January 8 2016 4 Chinese National Phase Application of PCT/CA2013/001076 CN SPORT 13580910 10 Registered CN SPORT 13580909 41 Abandoned CN TITAN MEDICAL 13580906 10 Abandoned CN TITAN MEDICAL 13580905 41 Registered CN TITAN MEDICAL & Design 13580908 10 Registered CN TITAN MEDICAL & Design 13580907 41 Registered

Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants, covenants and agrees that: 1. The Corporation is, as of the date hereof and on the Closing Date and any Over-Allotment Closing Date will be Date: 1. The Corporation is a Foreign Private Issuer“foreign issuer”, within the meaning of Rule 902(e) of Regulation S, and reasonably believes that there is no Substantial U.S. Market Interest in the Units, the Debentures, the Debenture Shares, the Warrants, the Warrant Shares or any class of the Corporation's equity securities. 2. The Corporation is not, and as a result of the sales sale of the Offered Securities contemplated hereby Units, the Debentures and the application Warrants and the issuance of the proceeds thereof Debenture Shares and Warrant Shares will not be, an open-end “investment company or unit investment trust registeredcompany”, or required to be registered, or a closed-end investment company required to be registered, but not registered, under as defined in the United States Investment Company Act of 1940, as amended, registered or required to registered under such Act. 3. During the period in which the Units, the Debentures and the Warrants are offered for sale, none of it, its affiliates, or any person acting on its or their behalf (other than the Agents, the U.S. Selling Group Member, any Selling Firm, any of its or their respective affiliates, or any person acting on any of its or their behalf in respect of which no representation, warranty, covenant or agreement is made): (i) has made or will make any Directed Selling Efforts; or (ii) has engaged in or will engage in any form of “general solicitation” or “general advertising” (as those terms are used in Rule 502(c) of Regulation D) with respect to offers or sales of the Units, the Debentures or the Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons, including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet, or broadcast over radio, television or the internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising or has taken or will take any action that would constitute a public offering of the Units in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act. 4. For a period of six months prior to the commencement of the Offering, none of it, its affiliates or any person acting on its or their behalf (other than the Agents, the U.S. Selling Group Member, any Selling Firm, any of its or their respective affiliates, or any person acting on any of its or their behalf in respect of which no representation, warranty, covenant or agreement is made): (i) has sold, offered for sale or solicited any offer to buy, and for a period ending six months after the later of the Closing Date or Over-Allotment Closing Date will not sell, offer for sale or solicit any offer to buy, any of the Corporation's securities in a manner that would be integrated with the offer and sale of the Units, the Debentures or the Warrants and would cause the exemption from registration set forth in Rule 506(b) of Regulation D and/or afforded by Section 4(a)(2) of the U.S. Securities Act to become unavailable with respect to the offer and sale of the Units, the Debentures or the Warrants, or (ii) has engaged or will engage in any general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D) in connection with any offer or sale of the Corporation's securities in reliance upon Rule 506(b) of Regulation D or otherwise in a manner that would be integrated with the offer and sale of the Units, the Debentures or the Warrants and would cause the exemption from registration set forth in Rule 506(b) of Regulation D and/or afforded by Section 4(a)(2) of the U.S. Securities Act to become unavailable with respect to the offer and sale of the Units, the Debentures or the Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons. 5. During the period in which the Units, the Debentures and the Warrants are offered for sale, none of the Corporation, its affiliates, or any person acting on any of its or their behalf (other than the Agents, the U.S. Selling Group Member, and Selling Firm, any of its or their respective affiliates or any person acting on its or their behalf, in respect of which no representation, warranty, covenant or agreement is made) has taken or will take any action (i) in violation of Regulation M under the U.S. Exchange Act in connection with the offer or sale of the Units, the Debentures or the Warrant Shares or (ii) that would cause the exemption afforded by Rule 506(b) of Regulation D and/or afforded by Section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of the Units, the Debentures or the Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons in accordance with the Agreement, or the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Units, the Debentures or the Warrants outside the United States to non-U.S. Persons in accordance with the Agreement. 6. Within the prescribed period, the Corporation will file a Form D, Notice of Sale, with the United States Securities and Exchange Commission and any applicable state securities commissions in connection with the offer and sale of the Units, Debentures and Warrants to, or for the account or benefit of. persons in the United States or U.S. Persons. 7. Neither the Corporation nor any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction, temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D. 8. Except with respect to offers and sales in accordance with this Agreement (including this Schedule “A” of (i) Offered Securities to IAIs and/or QIBs B to, or for the account or benefit of, persons in the United States or U.S. Persons that are Qualified Institutional Buyers in reliance upon an the exemption from registration under set forth in Rule 506(b) of Regulation D and/or afforded by Section 4(a)(2) of the U.S. Securities Act, neither none of the Corporation nor any of Corporation, its affiliates, nor or any person acting on its or their behalf (other than the UnderwriterAgents, any the U.S. Selling Group Member and Member, any Selling Firm, any of its or their respective affiliates or any person acting on any of its or their behalf, as to whom in respect of which no representation, warranty, covenant or agreement is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Securities to a person in the United States to orUnits, Debentures or Warrants to, or for the account or benefit of, a person in the United States or a U.S. PersonsPerson; or (B) any sale of Offered Securities Units, Debentures or Warrants unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States, not a U.S. Person and not acting for the account or (ii) the Corporation, its affiliates or any benefit of a person acting on its behalf (other than the Underwriters, their affiliates and any person acting on their behalf, as to whom no representation is made) reasonably believe that the purchaser is outside the United States. 4. Neither it nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made), has engaged or will engage in any Directed Selling Efforts in respect of the Common Shares, or has taken or will take any action that would cause the exemption from registration afforded by Rule 903 of Regulation S or the exemption from registration afforded by Rule 506(b) of Regulation D or section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of the Offered Securities pursuant to the Underwriting Agreement. 5. None of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made) have (i) engaged or will engage in any form of General Solicitation or General Advertising with respect to offers or sales of the Offered Securities in the United States or to, or for the account or benefit of, a U.S. Persons, Person or (ii) undertaken any activity in a manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 6. In connection with offers and sales of Offered Securities outside the United States and not to, or for the account or benefit of, U.S. Persons, the Corporation, its affiliates, and any person acting on its or their behalf (other than reasonably believes that the Underwriterpurchaser is outside the United States, any not a U.S. Selling Group Member Person and any not acting for the account or benefit of a person acting on their behalf, as to whom no representation, warranty, covenant in the United States or agreement is made) have complied and will comply with the requirements for an Offshore Transaction in respect of such Offered Securitiesa U.S. Person. 79. With As of the Closing Date, with respect to the offer and sale of the Regulation D Offering, if anySecurities, none of the Corporation, any of its predecessors, any affiliated “affiliated” (as such term is defined in Rule 501(b) of Regulation D) issuer, any director, executive officer, officer or any other officer of the Corporation participating in the offering of the Regulation D OfferingSecurities, any beneficial owner (as that term is defined in Rule 13d-3 under the U.S. Securities Act) of 20% or more of the Corporation’s 's outstanding voting equity securities, calculated on the basis of voting power, and or any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity at the time of sale of the Regulation D Securities (each, an “Issuer other than any Dealer Covered Person” and, togetheras to whom no representation, “Issuer Covered Persons”warranty, acknowledgement, covenant or agreement is made) is subject to any Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D that, if contemplated by Rule 506(e) of Regulation D, is described in the U.S. Memorandum and the . 10. The Corporation is not aware of any person (other than any Issuer Dealer Covered Person or any Underwriter Covered Person Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the offer or sale of Offered any Regulation D Securities. 11. Upon receipt of a written request from a Purchaser in the United States or who is a U.S. Person, the Corporation shall make a determination if the Corporation is a “passive foreign investment company” (a “PFIC”) within the meaning of section 1297(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”), during any calendar year following the purchase of the Units pursuant to Regulation D. The by such Purchaser, and if the Corporation determines that it is a PFIC during such year, the Corporation will notify provide to such Purchaser, upon written request, all information that would be required to permit a United States or a U.S. Person shareholder to make an election to treat the Underwriter in writing, prior to each Closing Date, Corporation as a “qualified electing fund” for the purposes of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered PersonCode. 812. None of the Corporationit, its affiliates (as defined in Rule 405 under the U.S. Securities Act) or any person acting on its or their behalf (except for other than the UnderwriterAgents, the U.S. Selling Group Members and Member, any Selling Firm, any of its or their respective affiliates or any person acting on any of its or their behalf, as to whom in respect of which no representation, warranty warranty, covenant or covenant agreement is made) has engaged in or will engage in any conduct involving a public offering within (i) take an action that would cause the meaning of exemption provided by Section 4(a)(23(a)(9) of the U.S. Securities Act to be unavailable for the conversion or exchange of Debentures for Debenture Shares, or (ii) pay or give any action which would constitute a violation commission or other remuneration, directly or indirectly, for soliciting the exchange of Regulation M under Debentures for Debenture Shares. In connection with the U.S. Exchange Act with respect to offers or sales of the Offered Securities in the United States or private placement to, or for the account or benefit of, U.S. Persons. 9. The Corporation will, within the prescribed time periods after the first sale of the Offered Securities persons in the United States or and U.S. Persons of the Units of Friday Night Inc. (the “Corporation”) pursuant to the agency agreement dated August 30, 2018 by and between the Corporation and the Agents (the “Agreement”), the undersigned do hereby certify as follows: 1. (the “U.S. Selling Group Member”) was on the date of each offer and sale of Units, Debentures and Warrants to, or for the account or benefit of, U.S. Persons, prepare and file any forms or notices required under the U.S. Securities Act or any state securities laws in connection with the sale of the Offered Securities, including but not limited to filing Form D, if applicable, with the SEC. 10. Except with respect to the offer and sale of the Offered Securities offered under this Agreement, the Corporation has not, within six months before the commencement of the offer and sale of the Offered Securities, and will not within six months after the Closing Date, offer or sell any securities in a manner that would be integrated with the offer and sale of the Offered Securities and would cause the exemption from registration pursuant to Rule 506(b) of Regulation D or Section 4(a)(2) of the U.S. Securities Act or the exclusion from registration set forth in Rule 903 of Regulation S to become unavailable with respect to the offer and sale of the Offered Securities. In connection with the private placement in the United States of units of Titan Medical Inc. (the “Corporation”) pursuant to the Underwriting Agreement dated February 8, 2021 among the Corporation and Xxxxx Xxxxxx Securities Inc. (the “Underwriter”), each of the undersigned does hereby certify as follows with respect to its activities: (i) the undersigned U.S. Selling Group Member who offered Offered Securities persons in the United States or toU.S. Persons, or for the account or benefit of, U.S. Persons and is on the date hereof and was on the date of each offer and subsequent sale by the Corporation of such Offered Securities in the United States or tohereof, or for the account or benefit of, U.S. Persons a duly registered as a broker or broker-dealer with the United States Securities and Exchange Commission under the U.S. Exchange Act of 1934 (the “U.S. Exchange Act”) and under the securities laws of each state in which such offer or sale is offers and sales were made (unless exempted from the respective state’s 's broker-dealer registration requirements) and a member of of, and in good standing with with, the Financial Industry Regulatory Authority, Inc.; (ii) all 2. All offers and sales of Offered Securities in the United States or Units, the Debentures and the Warrants to, or for the account or benefit of, persons in the United States and U.S. Persons were effected have been conducted by or only us through the U.S. Selling Group Member or pursuant to Rule 15a-6 under the U.S. Exchange Act and have been effected in accordance with the terms of the Agreement (including Schedule B thereto) and all applicable U.S. federal and state broker-dealer dealers requirements;. 3. Immediately prior to offering Units, the Debentures and the Warrants to each prospective purchasers who was, or was acting for the account or benefit of a person in the United States or a U.S. Person (iiieach, a “U.S. Offeree”), we had reasonable grounds to believe and did believe that each U.S. Offeree was a Qualified Institutional Buyer and, on the date hereof, we continue to believe that each U.S. Offeree purchasing the Units from the Corporation is a Qualified Institutional Buyer. 4. Each U.S. Offeree of Units, Debentures or Warrants was provided with a copy of the U.S. Memorandum including the Preliminary Prospectus or Final Prospectus, in the form agreed to by the Corporation and the Agents, and each purchaser of Units, Debentures or Warrants who (i) each offeree of Offered Securities that is in the United States, that (ii) is a U.S. Person or that Person, (iii) is acting for the account or benefit of a person in the United States or a U.S. PersonPerson or (iv) was offered Units, Debentures or Warrants in the United States, was provided with a copy of the U.S. Memorandum Memorandum, including the Final Prospectus, and no other written material was used in connection with the offer and sale of Offered Securities in the United States; (iv) immediately prior to making each offer to offerees of Offered Securities that are in Units, the United States, that are U.S. Persons Debentures or that are acting for the account or benefit of U.S. Persons, we had reasonable grounds to believe and did reasonably believe that each such offeree was an IAI and/or QIB, and, on the date hereof, we continue to reasonably believe that each person offered Offered Securities in the United States or that isWarrants to, or is acting for the account or benefit of, a U.S. Person is an IAI and/or QIB; (v) we obtained from each Purchaser persons in the United StatesStates or U.S. Persons; 5. No form of “general solicitation” or “general advertising” (as those terms are used in Rule 502(c) of Regulation D) was used by us, U.S. Person including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet or broadcast over radio, television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising, in connection with the offer and purchaser acting sale of the Units, the Debentures and the Warrants to, or for the account or benefit of a U.S. Personof, an executed QIB Letter or AI Certificate, as applicable, and we have delivered the same to the Corporation; (vi) no form of General Solicitation or General Advertising was used by us in connection with the offer of the Offered Securities persons in the United States;States or U.S. Persons. (vii) there were no Directed Selling Efforts with respect 6. Prior to any sale of Units, Debentures and Warrants to a U.S. Offeree, we caused each such U.S. Offeree to execute a QIB Agreement in the form of Exhibit I to the Offered Securities;U.S. Memorandum. (viii) neither 7. Neither we nor any of the U.S. Selling Group Members our affiliates have taken or will take take, directly or indirectly, any action which would constitute a in violation of Regulation M of under the U.S. Exchange Act in connection with respect to the offer or sale of the Offered Units, the Debentures and the Warrants. 8. None of (i) the undersigned, (ii) the undersigned's general partners or managing members, (iii) any of the undersigned's directors, executive officers or other officers participating in the offering of the Regulation D Securities; , (ixiv) no Underwriter any of the undersigned's general partners' or managing members' directors, executive officers or other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons, including any Selling Firm and any such persons related to such Selling Firm, that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with sale of Regulation D Securities (each, a “Dealer Covered Person Person” and, collectively, the “Dealer Covered Persons”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1) under Regulation D. 9. The undersigned is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities. 10. The offering of the Units, the Debentures and the Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons has been conducted by us in accordance with the terms of the Agreement, including Schedule B thereto. Capitalized terms used in this certificate have the meanings given to them in the Agreement, including Schedule B attached thereto, unless otherwise defined herein. DATED this day of , 2018 By: By: Name: Name: Title: Title: The Company owns 91% of Alternative Medicine Association LC, a Disqualifications Event; andNevada limited liability company (“AMA”). AMA is licensed to cultivate marijuana and to manufacture marijuana-infused products. AMA holds the following marijuana licenses in the State of Nevada: 1. Medical Marijuana Cultivation;

Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants, covenants and agrees that, as of the date hereof and the Closing Date: 1. The Corporation isis a “foreign issuer”, within the meaning of Regulation S, and on reasonably believes that there is no Substantial U.S. Market Interest in the Closing Date and Offered Units, the Unit Shares, the Warrants, the Warrant Shares or any Over-Allotment Closing Date will be a Foreign Private Issuerclass of the Corporation’s equity securities. 2. The Corporation is not, and as a result of the sales sale of the Offered Securities contemplated hereby Units, the Unit Shares and the application Warrants and the issuance of the proceeds thereof Warrant Shares will not be, an open-end “investment company or unit investment trust registeredcompany”, or required to be registered, or a closed-end investment company required to be registered, but not registered, under as defined in the United States Investment Company Act of 1940, as amended, registered or required to registered under such Act. 3. During the period in which the Offered Units, the Unit Shares and the Warrants are offered for sale, none of it, its affiliates, or any person acting on its or their behalf (other than the Agent, the U.S. Selling Group Member, any of its or their respective affiliates, or any person acting on any of its or their behalf in respect of which no representation, warrant, covenant or agreement is made): (i) has made or will make any Directed Selling Efforts; or (ii) has engaged in or will engage in any form of “general solicitation” or “general advertising” (as those terms are used in Rule 502(c) of Regulation D) with respect to offers or sales of the Offered Units, the Unit Shares or the Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons, including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet, or broadcast over radio, television or the internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising or has taken or will take any action that would constitute a public offering of the Offered Units in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act. 4. The Corporation has not, for a period of six months prior to the commencement of the Offering, sold, offered for sale or solicited any offer to buy any of its securities in a manner that would be integrated with the offer and sale of the Offered Units, the Unit Shares or the Warrants and would cause the exemption from registration set forth in Rule 506(b) of Regulation D to become unavailable with respect to the offer and sale of the Offered Units, the Unit Shares or the Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons. 5. During the period in which the Offered Units, the Unit Shares and the Warrants are offered for sale, none of the Corporation, its affiliates, or any person acting on any of its or their behalf (other than the Agent, the U.S. Selling Group Member, any of its or their respective affiliates or any person acting on its or their behalf, in respect of which no representation, warranty, covenant or agreement is made) has taken or will take any action (i) in violation of Regulation M under the U. S. Exchange Act in connection with the offer or sale of the Offered Units, the Unit Shares or the Warrant Shares or (ii) that would cause the exemption afforded by Rule 506(b) of Regulation D to be unavailable for offers and sales of the Offered Units, the Unit Shares or the Warrants in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons in accordance with the Agreement, or the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Units, the Unit Shares or the Warrants outside the United States to non-U.S. Persons in accordance with the Agreement. 6. Within 15 days of the first sale of the Offered Units, the Unit Shares or the Warrants in the United States to, or for the account or benefit of, persons in the United States or U.S. Persons, the Corporation will file a Form D, Notice of Sale, with the United States Securities and Exchange Commission and any applicable state securities commissions in connection with the offer and sale of such securities. 7. Neither the Corporation nor any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction, temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D. 8. Except with respect to offers and sales in accordance with this Agreement (including this Schedule “A” of (iB”) Offered Securities to IAIs and/or QIBs to, or for the account or benefit of, persons in the United States or U.S. Persons that are either Accredited Investors or Qualified Institutional Buyers in reliance upon an the exemption from registration under set forth in Rule 506(b) of Regulation D, none of the U.S. Securities ActCorporation, neither the Corporation nor any of its affiliates, nor or any person acting on its or their behalf (other than the UnderwriterAgent, any the U.S. Selling Group Member and Member, any of its or their respective affiliates or any person acting on any of its or their behalf, as to whom in respect of which no representation, warranty, covenant or agreement is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Securities to a person Units, Unit Shares or Warrants in the United States to oror to, or for the account or benefit of, a person in the United States or a U.S. PersonsPerson; or (B) any sale of Offered Securities Units, Unit Shares or Warrants unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States, not a U.S. Person and not acting for the account or (ii) the Corporation, its affiliates or any benefit of a person acting on its behalf (other than the Underwriters, their affiliates and any person acting on their behalf, as to whom no representation is made) reasonably believe that the purchaser is outside the United States. 4. Neither it nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made), has engaged or will engage in any Directed Selling Efforts in respect of the Common Shares, or has taken or will take any action that would cause the exemption from registration afforded by Rule 903 of Regulation S or the exemption from registration afforded by Rule 506(b) of Regulation D or section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of the Offered Securities pursuant to the Underwriting Agreement. 5. None of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made) have (i) engaged or will engage in any form of General Solicitation or General Advertising with respect to offers or sales of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons, a U. S. Person or (ii) undertaken any activity in a manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 6. In connection with offers and sales of Offered Securities outside the United States and not to, or for the account or benefit of, U.S. Persons, the Corporation, its affiliates, and any person acting on its or their behalf (other than reasonably believes that the Underwriterpurchaser is outside the United States, any not a U.S. Selling Group Member Person and any not acting for the account or benefit of a person acting on their behalf, as to whom no representation, warranty, covenant in the United States or agreement is made) have complied and will comply with the requirements for an Offshore Transaction in respect of such Offered Securitiesa U.S. Person. 79. With As of the Closing Date, with respect to the offer and sale of the Regulation D Offering, if anySecurities, none of the Corporation, any of its predecessors, any affiliated “affiliated” (as such term is defined in Rule 501(b) of Regulation D) issuer, any director, executive officer, officer or any other officer of the Corporation participating in the offering of the Regulation D OfferingSecurities, any beneficial owner (as that term is defined in Rule 13d-3 under the U.S. Securities Act) of 20% or more of the Corporation’s outstanding voting equity securities, calculated on the basis of voting power, and or any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity at the time of sale of the Regulation D Securities (each, an “Issuer other than any Dealer Covered Person” and, together, “Issuer Covered Persons”as to whom no representation is made) is subject to any Disqualification Event. 10. As of the Closing Date, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D that, if contemplated by Rule 506(e) of Regulation D, is described in the U.S. Memorandum and the Corporation is not aware of any person (other than any Issuer Dealer Covered Person or any Underwriter Covered Person Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities. In connection with the private placement to, or for the account or benefit of, persons in the United States and U.S. Persons of the Offered Units of Titan Medical Inc. (the “Corporation”) pursuant to the agency agreement dated June 26, 2017 by and between the Corporation and the Agent (the “Agreement”), the undersigned do hereby certify as follows: 1. (the “U.S. Selling Group Member”) was on the date of each offer or and sale of Offered Units pursuant to Regulation D. The Corporation will notify the Underwriter in writingUnits, prior to each Closing Date, of (i) any Disqualification Event relating to any Issuer Covered Person Unit Shares and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person. 8. None of the Corporation, its affiliates (as defined in Rule 405 under the U.S. Securities Act) or any person acting on its or their behalf (except for the Underwriter, the U.S. Selling Group Members and any person acting on their behalf, as to whom no representation, warranty or covenant is made) has engaged in or will engage in any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act or any action which would constitute a violation of Regulation M under the U.S. Exchange Act with respect to offers or sales of the Offered Securities Warrants in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons., and is on the date hereof, a duly registered broker-dealer with the United States Securities and Exchange Commission and under the securities laws of each state in which such offers and sales were made (unless exempted from the respective state’s broker- dealer registration requirements) and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc. 92. The Corporation will, within the prescribed time periods after the first sale All offers and sales of the Offered Securities Units, the Unit Shares and the Warrants in the United States or to, or for the account or benefit of, U.S. Persons, prepare and file any forms or notices required under the U.S. Securities Act or any state securities laws in connection with the sale of the Offered Securities, including but not limited to filing Form D, if applicable, with the SEC. 10. Except with respect to the offer and sale of the Offered Securities offered under this Agreement, the Corporation has not, within six months before the commencement of the offer and sale of the Offered Securities, and will not within six months after the Closing Date, offer or sell any securities in a manner that would be integrated with the offer and sale of the Offered Securities and would cause the exemption from registration pursuant to Rule 506(b) of Regulation D or Section 4(a)(2) of the U.S. Securities Act or the exclusion from registration set forth in Rule 903 of Regulation S to become unavailable with respect to the offer and sale of the Offered Securities. In connection with the private placement persons in the United States of units of Titan Medical Inc. (the “Corporation”) pursuant to the Underwriting Agreement dated February 8, 2021 among the Corporation and Xxxxx Xxxxxx Securities Inc. (the “Underwriter”), each of the undersigned does hereby certify as follows with respect to its activities: (i) the undersigned U.S. Selling Group Member who offered Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons is on the date hereof and was on the date of each offer and subsequent sale have been conducted by the Corporation of such Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons duly registered as a broker or dealer with the United States Securities and Exchange Commission under the U.S. Exchange Act of 1934 (the “U.S. Exchange Act”) and under the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc.; (ii) all offers and sales of Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons were effected by or only us through the U.S. Selling Group Member or pursuant to Rule 15a-6 under the U.S. Exchange Act and have been effected in accordance with the terms of the Agency Agreement (including Schedule “B” thereto) and all applicable U.S. federal and state broker-dealer dealers requirements;. 3. Immediately prior to offering Offered Units, the Unit Shares and the Warrants to each prospective purchasers in the United States, who was a U.S. Person or who was acting for the account or benefit of a person in the United States or a U.S. Person (iii) each, a “U.S. Offeree”), we had reasonable grounds to believe and did believe that each offeree U.S. Offeree was either an Accredited Investor or a Qualified Institutional Buyer and, on the date hereof, we continue to believe that each U.S. Offeree purchasing the Offered Units from the Corporation is either an Accredited Investor or a Qualified Institutional Buyer. 4. Each U.S. Offeree of Offered Securities that Units, Unit Shares or Warrants was provided with a copy of the final U.S. Memorandum, in the form agreed to by the Corporation and the Agent, including the Prospectus Supplement, and each purchaser of Offered Units, Unit Shares or Warrants who (i) is in the United States, that (ii) is a U.S. Person or that Person, (iii) is acting for the account or benefit of a person in the United States or a U.S. PersonPerson or (iv) was offered Offered Units, Unit Shares or Warrants in the United States, was provided with a copy of the final U.S. Memorandum Memorandum, including the Prospectus Supplement, and no other written material was used in connection with the offer and sale of the Offered Securities in Units, the United States; (iv) immediately prior to making each offer to offerees of Offered Securities that are in Unit Shares or the United States, that are U.S. Persons or that are acting for the account or benefit of U.S. Persons, we had reasonable grounds to believe and did reasonably believe that each such offeree was an IAI and/or QIB, and, on the date hereof, we continue to reasonably believe that each person offered Offered Securities in the United States or that isWarrants to, or is acting for the account or benefit of, a U.S. Person is an IAI and/or QIB; (v) we obtained from each Purchaser persons in the United StatesStates or U.S. Persons; 5. No form of “general solicitation” or “general advertising” (as those terms are used in Rule 502(c) of Regulation D) was used by us, U.S. Person including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet or broadcast over radio, television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising, in connection with the offer and purchaser acting sale of the Offered Units, the Unit Shares or the Warrants to, or for the account or benefit of a U.S. Personof, an executed QIB Letter or AI Certificate, as applicable, and we have delivered the same to the Corporation; (vi) no form of General Solicitation or General Advertising was used by us in connection with the offer of the Offered Securities persons in the United States;States or U.S. Persons. 6. Prior to any sale of Offered Units, the Unit Shares or Warrants to a U.S. Offeree, we caused each such U.S. Offeree who is (viii) there were no Directed Selling Efforts with respect a Qualified Institutional Buyer to execute and a QIB Letter in the form of Exhibit I to the Offered Securities;U.S. Memorandum or (ii) an Accredited Investor to execute a U.S. Subscription Agreement substantially in the form of Exhibit II to the U.S. Memorandum. (viii) neither 7. Neither we nor any of the U.S. Selling Group Members our affiliates have taken or will take take, directly or indirectly, any action which would constitute a in violation of Regulation M of under the U.S. Exchange Act in connection with respect to the offer or sale of the Offered Units, the Unit Shares or the Warrants. 8. None of (i) the undersigned, (ii) the undersigned’s general partners or managing members, (iii) any of the undersigned’s directors, executive officers or other officers participating in the offering of the Regulation D Securities; , (ixiv) no Underwriter any of the undersigned’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons, including any Selling Firm and any such persons related to such Selling Firm, that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with sale of Regulation D Securities (each, a “Dealer Covered Person Person” and, collectively, the “Dealer Covered Persons”), is subject to any to any of the “Bad Actor” disqualifications described in Rule 506(d)(1) under Regulation D (a Disqualifications “Disqualification Event; and”). 9. The undersigned represents that it is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities. 10. The offering of the Offered Units, the Unit Shares or the Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons has been conducted by us in accordance with the terms of the Agreement, including Schedule “B” thereto. Capitalized terms used in this certificate have the meanings given to them in the Agreement, including Schedule “B” attached thereto, unless otherwise defined herein. DATED this ____________ day of _______________, 2017. By: By: Name: Name: Title: Title:

Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants, covenants and agrees that, as of the date hereof and the Closing Date: 1. The Corporation isis a “foreign issuer”, within the meaning of Regulation S, and on reasonably believes that there is no Substantial U.S. Market Interest in the Closing Date and Offered Units, the Unit Shares, the Warrants, the Warrant Shares or any Over-Allotment Closing Date will be a Foreign Private Issuerclass of the Corporation’s equity securities. 2. The Corporation is not, and as a result of the sales sale of the Offered Securities contemplated hereby Units, the Unit Shares and the application Warrants and the issuance of the proceeds thereof Warrant Shares will not be, an open-end “investment company or unit investment trust registeredcompany”, or required to be registered, or a closed-end investment company required to be registered, but not registered, under as defined in the United States Investment Company Act of 1940, as amended, registered or required to registered under such Act. 3. During the period in which the Offered Units, the Unit Shares and the Warrants are offered for sale, none of it, its affiliates, or any person acting on its or their behalf (other than the Agents, the U.S. Selling Group Member, any of its or their respective affiliates, or any person acting on any of its or their behalf in respect of which no representation, warrant, covenant or agreement is made): (i) has made or will make any Directed Selling Efforts; or (ii) has engaged in or will engage in any form of “general solicitation” or “general advertising” (as those terms are used in Rule 502(c) of Regulation D) with respect to offers or sales of the Offered Units, the Unit Shares or the Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons, including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet, or broadcast over radio, television or the internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising or has taken or will take any action that would constitute a public offering of the Offered Units and/or Additional Warrants in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act. 4. The Corporation has not, for a period of six months prior to the commencement of the Offering, sold, offered for sale or solicited any offer to buy any of its securities in a manner that would be integrated with the offer and sale of the Offered Units, the Unit Shares or the Warrants and would cause the exemption from registration set forth in Rule 506(b) of Regulation D to become unavailable with respect to the offer and sale of the Offered Units, the Unit Shares or the Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons. 5. During the period in which the Offered Units, the Unit Shares and the Warrants are offered for sale, none of the Corporation, its affiliates, or any person acting on any of its or their behalf (other than the Agents, the U.S. Selling Group Member, any of its or their respective affiliates or any person acting on its or their behalf, in respect of which no representation, warranty, covenant or agreement is made) has taken or will take any action (i) in violation of Regulation M under the U.S. Exchange Act in connection with the offer or sale of the Offered Units, the Unit Shares or the Warrant Shares or (ii) that would cause the exemption afforded by Rule 506(b) of Regulation D to be unavailable for offers and sales of the Offered Units, the Unit Shares or the Warrants in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons in accordance with the Agreement, or the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Units, the Unit Shares or the Warrants outside the United States to non-U.S. Persons in accordance with the Agreement. 6. Within 15 days of the first sale of the Offered Units, the Unit Shares or the Warrants in the United States to, or for the account or benefit of, persons in the United States or U.S. Persons who are Accredited Investors, the Corporation will file a Form D, Notice of Sale, with the United States Securities and Exchange Commission and any applicable state securities commissions in connection with the offer and sale of such securities. 7. Neither the Corporation nor any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction, temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D. 8. Except with respect to offers and sales in accordance with this Agreement (including this Schedule “A” of (iB”) Offered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons to IAIs and/or QIBs Accredited Investors in reliance upon an the exemption from registration under set forth in Rule 506(b) of Regulation D, none of the U.S. Securities ActCorporation, neither the Corporation nor any of its affiliates, nor or any person acting on its or their behalf (other than the UnderwriterAgents, any the U.S. Selling Group Member and Member, any of its or their respective affiliates or any person acting on any of its or their behalf, as to whom in respect of which no representation, warranty, covenant or agreement is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Securities to a person Units, Unit Shares or Warrants in the United States to oror to, or for the account or benefit of, a person in the United States or a U.S. PersonsPerson; or (B) any sale of Offered Securities Units, Unit Shares or Warrants unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States, not a U.S. Person and not acting for the account or (ii) the Corporation, its affiliates or any benefit of a person acting on its behalf (other than the Underwriters, their affiliates and any person acting on their behalf, as to whom no representation is made) reasonably believe that the purchaser is outside the United States. 4. Neither it nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made), has engaged or will engage in any Directed Selling Efforts in respect of the Common Shares, or has taken or will take any action that would cause the exemption from registration afforded by Rule 903 of Regulation S or the exemption from registration afforded by Rule 506(b) of Regulation D or section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of the Offered Securities pursuant to the Underwriting Agreement. 5. None of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made) have (i) engaged or will engage in any form of General Solicitation or General Advertising with respect to offers or sales of the Offered Securities in the United States or to, or for the account or benefit of, a U.S. Persons, Person or (ii) undertaken any activity in a manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 6. In connection with offers and sales of Offered Securities outside the United States and not to, or for the account or benefit of, U.S. Persons, the Corporation, its affiliates, and any person acting on its or their behalf (other than reasonably believes that the Underwriterpurchaser is outside the United States, any not a U.S. Selling Group Member Person and any not acting for the account or benefit of a person acting on their behalf, as to whom no representation, warranty, covenant in the United States or agreement is made) have complied and will comply with the requirements for an Offshore Transaction in respect of such Offered Securitiesa U.S. Person. 79. With As of the Closing Date, with respect to the offer and sale of the Regulation D Offering, if anySecurities, none of the Corporation, any of its predecessors, any affiliated “affiliated” (as such term is defined in Rule 501(b) of Regulation D) issuer, any director, executive officer, officer or any other officer of the Corporation participating in the offering of the Regulation D OfferingSecurities, any beneficial owner (as that term is defined in Rule 13d-3 under the U.S. Securities Act) of 20% or more of the Corporation’s outstanding voting equity securities, calculated on the basis of voting power, and or any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity at the time of sale of the Regulation D Securities (each, an “Issuer other than any Dealer Covered Person” and, together, “Issuer Covered Persons”as to whom no representation is made) is subject to any Disqualification Event. 10. As of the Closing Date, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D that, if contemplated by Rule 506(e) of Regulation D, is described in the U.S. Memorandum and the Corporation is not aware of any person (other than any Issuer Dealer Covered Person or any Underwriter Covered Person Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities. In connection with the private placement to, or for the account or benefit of, persons in the United States and U.S. Persons of the Offered Units of Titan Medical Inc. (the “Corporation”) pursuant to the agency agreement dated September 13, 2016 by and between the Corporation and the Agents (the “Agreement”), the undersigned do hereby certify as follows: 1. ● (the “U.S. Selling Group Member”) was on the date of each offer or and sale of Offered Units pursuant to Regulation D. The Corporation will notify the Underwriter in writingUnits, prior to each Closing Date, of (i) any Disqualification Event relating to any Issuer Covered Person Unit Shares and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person. 8. None of the Corporation, its affiliates (as defined in Rule 405 under the U.S. Securities Act) or any person acting on its or their behalf (except for the Underwriter, the U.S. Selling Group Members and any person acting on their behalf, as to whom no representation, warranty or covenant is made) has engaged in or will engage in any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act or any action which would constitute a violation of Regulation M under the U.S. Exchange Act with respect to offers or sales of the Offered Securities Warrants in the United States or to, or for the account or benefit of, U.S. Persons. 9. The Corporation will, within the prescribed time periods after the first sale of the Offered Securities persons in the United States or to, or for the account or benefit of, U.S. Persons, prepare and file any forms or notices required under the U.S. Securities Act or any state securities laws in connection with the sale of the Offered Securities, including but not limited to filing Form D, if applicable, with the SEC. 10. Except with respect to the offer and sale of the Offered Securities offered under this Agreement, the Corporation has not, within six months before the commencement of the offer and sale of the Offered Securities, and will not within six months after the Closing Date, offer or sell any securities in a manner that would be integrated with the offer and sale of the Offered Securities and would cause the exemption from registration pursuant to Rule 506(b) of Regulation D or Section 4(a)(2) of the U.S. Securities Act or the exclusion from registration set forth in Rule 903 of Regulation S to become unavailable with respect to the offer and sale of the Offered Securities. In connection with the private placement in the United States of units of Titan Medical Inc. (the “Corporation”) pursuant to the Underwriting Agreement dated February 8, 2021 among the Corporation and Xxxxx Xxxxxx Securities Inc. (the “Underwriter”), each of the undersigned does hereby certify as follows with respect to its activities: (i) the undersigned U.S. Selling Group Member who offered Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons is on the date hereof and was on the date of each offer and subsequent sale by the Corporation of such Offered Securities in the United States or tohereof, or for the account or benefit of, U.S. Persons a duly registered as a broker or broker-dealer with the United States Securities and Exchange Commission under the U.S. Exchange Act of 1934 (the “U.S. Exchange Act”) and under the securities laws of each state in which such offer or sale is offers and sales were made (unless exempted from the respective state’s broker-broker- dealer registration requirements) and a member of of, and in good standing with with, the Financial Industry Regulatory Authority, Inc.; (ii) all offers and sales of Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons were effected by or only through the U.S. Selling Group Member or pursuant to Rule 15a-6 under the U.S. Exchange Act and have been effected in accordance with all applicable U.S. federal and state broker-dealer requirements; (iii) each offeree of Offered Securities that is in the United States, that is a U.S. Person or that is acting for the account or benefit of a U.S. Person, was provided with a copy of the U.S. Memorandum and no other written material was used in connection with the offer and sale of Offered Securities in the United States; (iv) immediately prior to making each offer to offerees of Offered Securities that are in the United States, that are U.S. Persons or that are acting for the account or benefit of U.S. Persons, we had reasonable grounds to believe and did reasonably believe that each such offeree was an IAI and/or QIB, and, on the date hereof, we continue to reasonably believe that each person offered Offered Securities in the United States or that is, or is acting for the account or benefit of, a U.S. Person is an IAI and/or QIB; (v) we obtained from each Purchaser in the United States, U.S. Person and purchaser acting for the account or benefit of a U.S. Person, an executed QIB Letter or AI Certificate, as applicable, and we have delivered the same to the Corporation; (vi) no form of General Solicitation or General Advertising was used by us in connection with the offer of the Offered Securities in the United States; (vii) there were no Directed Selling Efforts with respect to the Offered Securities; (viii) neither we nor any of the U.S. Selling Group Members have taken or will take any action which would constitute a violation of Regulation M of the U.S. Exchange Act in connection with the offer or sale of the Offered Securities; (ix) no Underwriter Covered Person is subject to a Disqualifications Event; and

Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants, represents and warrants to and covenants with the Agents and agrees the U.S. Affiliates that facilitates sales to a U.S. Purchaser that: 1. The Corporation It is, and on the Closing Date and any Over-Allotment Closing Date will be be, a Foreign Private IssuerIssuer with no Substantial U.S. Market Interest with respect to any of its securities. 2. The Corporation is not, and as a result of the sales of the Offered Securities contemplated hereby and the application of the proceeds thereof will not be, an open-end investment company or unit investment trust registered, or required to be registered, or a closed-end investment company required to be registered, but not registered, under the United States Investment Company Act of 1940, as amended. 3. Except with respect to offers and sales in accordance with this Schedule “A” of B to (i) Offered Securities to IAIs and/or QIBs U.S. Purchasers in reliance upon an exemption available exemptions from the registration under requirements of the U.S. Securities ActAct including pursuant to Section 4(a)(2) thereunder, and (ii) persons outside the United States in an Offshore Transaction in reliance upon the exclusion from the registration requirements available pursuant to Rule 903 of Regulation S, neither the Corporation nor any of its affiliates, nor any person acting on its or their behalf (other than the UnderwriterAgents, any the U.S. Selling Group Member and Affiliates, their respective affiliates or any person acting on their behalf, as to whom in respect of which no representation, warranty, covenant or agreement representation is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Securities to a person in the United States to oror to, or for the account or benefit of, U.S. Persons; or (B) any sale of Offered Securities unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States, States or (ii) the Corporation, its affiliates or any person acting on its behalf (other than the Underwritersaffiliates, their affiliates and any person acting on their behalf, as to whom no representation is made) behalf reasonably believe that the purchaser is outside the United StatesStates and not a U.S. Person. 43. Neither it nor None of the Corporation or any of its affiliates, nor any person persons acting on its or their behalf (other than the UnderwriterAgents, any the U.S. Selling Group Member and Affiliates, their respective affiliates or any person acting on their behalf, as to whom in respect of which no representation, warranty, warranty or covenant or agreement is made), ) has engaged made or will engage in make any Directed Selling Efforts in respect of the Common Shares, or has taken or will take any action that would cause the exemption from registration afforded by Rule 903 of Regulation S or the exemption from registration afforded by Rule 506(b) of Regulation D or section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of the Offered Securities pursuant to the Underwriting Agreement. 5. None of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made) have (i) engaged or will engage in any form of General Solicitation or General Advertising with respect to offers or sales of the Offered Securities has acted in the United States or to, or for the account or benefit of, U.S. Persons, or (ii) undertaken any activity in a manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities ActAct in the United States with respect to the Offered Securities. 64. In connection The Corporation is not, and as a result of the sales of the Offered Securities will not be, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered, or closed-end investment company required to be registered, under the United States Investment Company Act of 1940, as amended. 5. The Corporation has not sold, offered for sale or solicited any offer to buy and will not sell, offer for sale or solicit any offer to buy, during the period beginning six months prior to the start of the Offering of the Offered Securities and ending six months after the completion of the Offering of the Offered Securities, any of its securities in the United States in a manner that would be integrated with and would cause available exemptions from the registration requirements of the U.S. Securities Act to be unavailable with respect to offers and sales of the Offered Securities outside pursuant to this Schedule B. 6. The Corporation will not take any action that would cause the United States and not to, exemptions or for the account or benefit of, U.S. Persons, the Corporation, its affiliates, and any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made) have complied and will comply with the requirements for an Offshore Transaction in respect of such Offered Securities. 7. With respect to the Regulation D Offering, if any, none of the Corporation, any of its predecessors, any affiliated issuer, any director, executive officer, or any other officer of the Corporation participating in the Regulation D Offering, any beneficial owner (as that term is defined in Rule 13d-3 under the U.S. Securities Act) of 20% or more of the Corporation’s outstanding voting equity securities, calculated on the basis of voting power, and any promoter (as defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any Disqualification Event, except for a Disqualification Event covered exclusions provided by Rule 506(d)(2) or (d)(3) of Regulation D that, if contemplated by Rule 506(e506(b) of Regulation D, is described in the U.S. Memorandum and the Corporation is not aware of any person other than any Issuer Covered Person or any Underwriter Covered Person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the offer or sale of Offered Units pursuant to Regulation D. The Corporation will notify the Underwriter in writing, prior to each Closing Date, of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person. 8. None of the Corporation, its affiliates (as defined in Rule 405 under the U.S. Securities Act) or any person acting on its or their behalf (except for the Underwriter, the U.S. Selling Group Members and any person acting on their behalf, as to whom no representation, warranty or covenant is made) has engaged in or will engage in any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act or Rule 903 of Regulation S or to be unavailable with respect to offers and sales of the Offered Securities to U.S. Purchasers pursuant to the Agency Agreement including this Schedule B. 7. None of the Corporation, its affiliates or any action person on behalf of any of them (other than the Agents, the U.S. Affiliates, their respective affiliates or any person acting on their behalf, in respect of which would constitute a no representation is made) has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with respect to offers or sales of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Personsthis Offering. 98. The Corporation will, within the prescribed time periods after the first sale of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Personsperiods, prepare and file any forms or notices required under the U.S. Securities Act or any applicable state securities laws Securities Laws in connection with the sale of the Offered Securities, including but not limited to filing Form D, if applicable, with the SECOffering. 10. Except with respect to the offer and sale of the Offered Securities offered under this Agreement, the Corporation has not, within six months before the commencement of the offer and sale of the Offered Securities, and will not within six months after the Closing Date, offer or sell any securities in a manner that would be integrated with the offer and sale of the Offered Securities and would cause the exemption from registration pursuant to Rule 506(b) of Regulation D or Section 4(a)(2) of the U.S. Securities Act or the exclusion from registration set forth in Rule 903 of Regulation S to become unavailable with respect to the offer and sale of the Offered Securities. In connection with the private placement in the United States of units of Titan Medical Inc. (the “Corporation”) pursuant to the Underwriting Agreement dated February 8, 2021 among the Corporation and Xxxxx Xxxxxx Securities Inc. (the “Underwriter”), each of the undersigned does hereby certify as follows with respect to its activities: (i) the undersigned U.S. Selling Group Member who offered Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons is on the date hereof and was on the date of each offer and subsequent sale by the Corporation of such Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons duly registered as a broker or dealer with the United States Securities and Exchange Commission under the U.S. Exchange Act of 1934 (the “U.S. Exchange Act”) and under the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc.; (ii) all offers and sales of Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons were effected by or only through the U.S. Selling Group Member or pursuant to Rule 15a-6 under the U.S. Exchange Act and have been effected in accordance with all applicable U.S. federal and state broker-dealer requirements; (iii) each offeree of Offered Securities that is in the United States, that is a U.S. Person or that is acting for the account or benefit of a U.S. Person, was provided with a copy of the U.S. Memorandum and no other written material was used in connection with the offer and sale of Offered Securities in the United States; (iv) immediately prior to making each offer to offerees of Offered Securities that are in the United States, that are U.S. Persons or that are acting for the account or benefit of U.S. Persons, we had reasonable grounds to believe and did reasonably believe that each such offeree was an IAI and/or QIB, and, on the date hereof, we continue to reasonably believe that each person offered Offered Securities in the United States or that is, or is acting for the account or benefit of, a U.S. Person is an IAI and/or QIB; (v) we obtained from each Purchaser in the United States, U.S. Person and purchaser acting for the account or benefit of a U.S. Person, an executed QIB Letter or AI Certificate, as applicable, and we have delivered the same to the Corporation; (vi) no form of General Solicitation or General Advertising was used by us in connection with the offer of the Offered Securities in the United States; (vii) there were no Directed Selling Efforts with respect to the Offered Securities; (viii) neither we nor any of the U.S. Selling Group Members have taken or will take any action which would constitute a violation of Regulation M of the U.S. Exchange Act in connection with the offer or sale of the Offered Securities; (ix) no Underwriter Covered Person is subject to a Disqualifications Event; and

Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants, represents and warrants to and covenants with each of the Underwriters that facilitates sales to a U.S. Placee and agrees the U.S. Affiliate that: 1. The Corporation is, and on the Closing Date and any Over-Allotment Closing Date will be a Foreign Private Issuer. 2. The Corporation is not, and as a result of the sales of the Offered Securities contemplated hereby and the application of the proceeds thereof will not be, an open-end investment company or unit investment trust registered, or required to be registered, or a closed-end investment company required to be registered, but not registered, under the United States Investment Company Act of 1940, as amended. 3. Except with respect to offers and sales in accordance with this Schedule “A” of to (i) Offered Securities to IAIs and/or QIBs Qualified Institutional Buyers in reliance upon an the exemption from registration available under Rule 144A, or (ii) Substituted U.S. Purchasers pursuant to the exemption from registration available underRule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act, neither the Corporation nor any of its affiliates, nor any person acting on its or their behalf (other than the UnderwriterUnderwriters, any the U.S. Selling Group Member and Affiliates, their respective affiliates or any person acting on their behalf, as to whom in respect of which no representation, warranty, covenant or agreement representation is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Securities to a person in the United States to orStates, that is a U.S. Person or that is acting for the account or benefit of, of a U.S. PersonsPerson; or (B) any sale of Offered Securities unless, at the time the buy order was or will will, have been originated, the purchaser is (i) outside the United States, States and not a U.S. Person or acting for the account or benefit of a U.S. Person or (ii) the Corporation, its affiliates or any person acting on its behalf (other than the Underwritersaffiliates, their affiliates and any person acting on their behalf, as to whom no representation is made) behalf reasonably believe that the purchaser is outside the United StatesStates and not a U.S. Person or acting for the account or benefit of a U.S. Person. 42. Neither it nor None of the Corporation or any of its affiliates, nor any person persons acting on its or their behalf (other than the UnderwriterUnderwriters, any the U.S. Selling Group Member and Affiliates, their respective affiliates or any person acting on their behalf, as to whom in respect of which no representation, warranty, warranty or covenant or agreement is made), ) (i) has engaged made or will engage in make any Directed Selling Efforts in respect of the Common Shares, or has taken or will take any action that would cause the exemption from registration afforded by Rule 903 of Regulation S or the exemption from registration afforded by Rule 506(b) of Regulation D or section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of the Offered Securities pursuant to the Underwriting Agreement. 5. None of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made) have (i) engaged or will engage in any form of General Solicitation or General Advertising with respect to offers or sales of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons, or Advertising; (ii) undertaken has acted in any activity in a manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 6. In connection with offers and sales of Offered Securities outside Act in the United States with respect to the Securities or (iii) has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and not tosale of the Securities. 3. None of the Securities is part of a class listed on a national securities exchange registered under Section 6 of the U.S. Exchange Act, quoted in an automated interdealer system in the United States (within the meaning of such term under Rule 144A), or convertible or exchangeable at an effective conversion premium (calculated as specified in paragraph (a)(6) of Rule 144A under the U.S. Securities Act) of less than ten percent for securities so listed or quoted. 4. So long as any of the Securities which have been sold in the United States or to or for the account or benefit of, of U.S. PersonsPersons in reliance upon Rule 144A are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act and if it is not exempt from reporting pursuant to Rule 12g3-2(b) nor subject to and in compliance with Section 13 or 15(d) of the U.S. Exchange Act, the Corporation, its affiliates, Corporation shall furnish to any holder of such securities and any person acting on its prospective purchaser of the Securities designated by such holder, upon request of such holder, the information required to be delivered pursuant to Rule 144A(d)(4) under the U.S. Securities Act (so long as such requirement is necessary in order to permit holders of the Securities to effect resales under Rule 144A). 5. The Corporation has not sold, offered for sale or their behalf (other than solicited any offer to buy and will not sell, offer for sale or solicit any offer to buy, during the Underwriterperiod beginning six months prior to the start of the Offering of the Securities and ending six months after the completion of the Offering of Securities, any of its securities in the United States in a manner that would be integrated with and would cause the exemption from registration provided by Rule 144A or Rule 506(b) of Regulation D of the U.S. Selling Group Member Securities Act, or the exclusion from registration provided by Rule 903 of Regulation S, to be unavailable with respect to offers and sales of the Securities pursuant to this Schedule “A”. 6. The Corporation will not take any person acting on their behalfaction that would cause the exclusions or exemptions provided by Rule 903 of Regulation S, as Rule 144A or Rule 506(b) of Regulation, respectively, to whom no representation, warranty, covenant or agreement is made) have complied be unavailable with respect to offers and will comply with sales of the requirements for an Offshore Transaction in respect of such Offered SecuritiesSecurities by the Underwriters pursuant to this Agreement. 7. The Corporation shall duly prepare and file with the SEC a Form D within 15 days after the first sale of Securities offered and sold in reliance on Rule 506(b) of Regulation D, and will file such notices and other documents as are required to be filed under the U.S. state securities laws of the states in which Securities are sold to satisfy the requirements of applicable exemptions from registration or qualification of the under such laws. 8. Neither the Corporation or any of its predecessors has had the registration of a class of securities under the U.S. Exchange Act revoked by the SEC pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations promulgated thereunder. 9. Neither the Corporation nor any of its predecessors or affiliates has been subject to any order, judgment, or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D. 10. With respect to the Securities to be offered and sold in reliance on Rule 506(b) of Regulation D Offering, if anyD, none of the Corporation, any of its predecessors, any affiliated issuer, any director, executive officer, or any other officer of the Corporation participating in the Regulation D Offeringoffering, any beneficial owner (as that term is defined in Rule 13d-3 under the U.S. Securities Act) of 20% or more of the Corporation’s outstanding voting equity securities, calculated on the basis of voting power, and nor any promoter (as that term is defined in Rule 405 under the U.S. Securities ActAct but excluding the Underwriters, their U.S. Affiliates and their respective affiliates or any person acting on its or their behalf, as to whom the Corporation makes no representation, warranty, acknowledgement, covenant or agreement) connected with the Corporation in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D thatD. The Corporation has exercised reasonable care to determine: (i) the identity of each person that is a Issuer Covered Person; and (ii) whether any Issuer Covered Person is subject to a Disqualification Event. The Corporation has complied, if contemplated by to the extent applicable, with its disclosure obligations under Rule 506(e) of Regulation D, and has furnished to the Underwriters a copy of any disclosures provided thereunder. The Corporation has not paid and will not pay, nor is described in the U.S. Memorandum and the Corporation is not it aware of any person other than any Issuer Covered Person or any Underwriter Covered Person that has been paid or will be paid (pay, directly or indirectly, any remuneration to any person (other than the Dealer Covered Persons (as defined below)) remuneration for solicitation of purchasers in connection with the offer or sale of Offered Units pursuant to Regulation D. The Corporation will notify the Underwriter in writing, prior to each Closing Date, of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person. 8. None of the Corporation, its affiliates (as defined in Rule 405 under the U.S. Securities Act) or any person acting on its or their behalf (except for the Underwriter, the U.S. Selling Group Members and any person acting on their behalf, as to whom no representation, warranty or covenant is made) has engaged in or will engage in any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act or any action which would constitute a violation of Regulation M under the U.S. Exchange Act with respect to offers or sales of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons. 9. The Corporation will, within the prescribed time periods after the first sale of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons, prepare and file any forms or notices required under the U.S. Securities Act or any state securities laws in connection with the sale of the Offered Securities, including but not limited to filing Form D, if applicable, with the SEC. 10. Except with respect to the offer and sale of the Offered Securities offered under this Agreement, the Corporation has not, within six months before the commencement of the offer and sale of the Offered Securities, and will not within six months after the Closing Date, offer or sell any securities in a manner that would be integrated with the offer and sale of the Offered Securities and would cause the exemption from registration pursuant to Rule 506(b) of Regulation D or Section 4(a)(2) of the U.S. Securities Act or the exclusion from registration set forth in Rule 903 of Regulation S to become unavailable with respect to the offer and sale of the Offered Securities. In connection with the private placement in the United States of units of Titan Medical Inc. (the “Corporation”) pursuant to the Underwriting Agreement dated February 8, 2021 among the Corporation and Xxxxx Xxxxxx Securities Inc. (the “Underwriter”), each of the undersigned does hereby certify as follows with respect to its activities: (i) the undersigned U.S. Selling Group Member who offered Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons is on the date hereof and was on the date of each offer and subsequent sale by the Corporation of such Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons duly registered as a broker or dealer with the United States Securities and Exchange Commission under the U.S. Exchange Act of 1934 (the “U.S. Exchange Act”) and under the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc.; (ii) all offers and sales of Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons were effected by or only through the U.S. Selling Group Member or pursuant to Rule 15a-6 under the U.S. Exchange Act and have been effected in accordance with all applicable U.S. federal and state broker-dealer requirements; (iii) each offeree of Offered Securities that is in the United States, that is a U.S. Person or that is acting for the account or benefit of a U.S. Person, was provided with a copy of the U.S. Memorandum and no other written material was used in connection with the offer and sale of Offered Securities in the United States; (iv) immediately prior to making each offer to offerees of Offered Securities that are in the United States, that are U.S. Persons or that are acting for the account or benefit of U.S. Persons, we had reasonable grounds to believe and did reasonably believe that each such offeree was an IAI and/or QIB, and, on the date hereof, we continue to reasonably believe that each person offered Offered Securities in the United States or that is, or is acting for the account or benefit of, a U.S. Person is an IAI and/or QIB; (v) we obtained from each Purchaser in the United States, U.S. Person and purchaser acting for the account or benefit of a U.S. Person, an executed QIB Letter or AI Certificate, as applicable, and we have delivered the same to the Corporation; (vi) no form of General Solicitation or General Advertising was used by us in connection with the offer of the Offered Securities in the United States; (vii) there were no Directed Selling Efforts with respect to the Offered Securities; (viii) neither we nor any of the U.S. Selling Group Members have taken or will take any action which would constitute a violation of Regulation M of the U.S. Exchange Act in connection with the offer or sale of the Offered Securities; (ix) no Underwriter Covered Person is subject to a Disqualifications Event; andSubscription Receipts

Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants, covenants and agrees that: 1. The Corporation is, and on the Closing Date and any Over-Allotment Closing Date will be is a Foreign Private IssuerIssuer with no Substantial U.S. Market Interest in the common shares of the Corporation. 2. The Corporation is not, and Except as a result of the sales of the Offered Securities contemplated hereby and the application of the proceeds thereof will not be, an open-end investment company or unit investment trust registered, or required to be registered, or a closed-end investment company required to be registered, but not registered, under the United States Investment Company Act of 1940, as amended. 3. Except with respect to offers and sales in accordance with this Schedule “A” of (i) Offered Securities to IAIs and/or QIBs in reliance upon an exemption from registration under the U.S. Securities Actpermitted herein, neither the Corporation Corporation, its affiliates nor any of its affiliates, nor any person persons acting on its or their behalf (other than the Underwriter, any U.S. its affiliates, members of the Selling Dealers Group Member and or any person acting on their behalf, as to whom in respect of which no representation, warranty, covenant or agreement representation is made), has made engaged or will makeengage in: (Ai) any offer to sell, sell or any solicitation of an offer to buy, any Offered Securities to a any person in the United States or to ora U.S. Person, or a person that is purchasing for the account or benefit of, of a U.S. PersonsPerson; or (Bii) any sale of Offered Securities to any purchaser unless, at the time the buy order was or will have been originated, the purchaser is (i) was outside the United StatesStates and not a U.S. Person, and was not purchasing for the account or benefit of a U.S. Person, or (ii) the Corporation, its affiliates or and any person persons acting on its or their behalf (other than the Underwriters, their affiliates and any person acting on their behalf, as to whom no representation is made) reasonably believe believed that the such purchaser is was outside the United StatesStates and not a U.S. Person, and was not purchasing for the account or benefit of a U.S. Person; or (iii) any Directed Selling Efforts with respect to any of the Securities. 43. Neither it nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriter, any its U.S. affiliates, members of the Selling Dealer Group Member and or any person acting on their behalf, as to whom in respect of which no representation, warranty, covenant or agreement representation is made), has engaged or will engage during the period in any Directed Selling Efforts in respect of which the Common SharesSecurities are offered for sale, or has taken or will take any action that would cause the exemption exemptions afforded by Section 4(2) of the U.S. Securities Act and/or Rule 506 of Regulation D to be unavailable for offers and sales of Securities in the United States in accordance with this Schedule "A", or the exclusion from registration afforded by Rule 903 of Regulation S or the exemption from registration afforded by Rule 506(b) of Regulation D or section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of the Offered Securities pursuant to outside the United States in accordance with the Underwriting Agreement. 54. None of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriter, any U.S. its affiliates, members of the Selling Dealer Group Member and or any person acting on their behalf, as to whom in respect of which no representation, warranty, covenant or agreement representation is made) have (i) engaged has offered or will engage offer to sell, or has solicited or will solicit offers to buy, the Securities in the United States by means of any form of General Solicitation or General Advertising with respect to offers or sales of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons, or (ii) undertaken any activity in a manner involving a public offering within the meaning of Section 4(a)(24(2) of the U.S. Securities Act. 65. In connection with offers and sales The Corporation has not, since the date that is six months prior to the commencement of Offered Securities outside the offering of Securities, sold, offered for sale or solicited any offer to buy any of its securities in the United States and not to, or to or for the account or benefit of, of a U.S. Persons, the Corporation, its affiliatesPerson, and will not after the date hereof sell, offer for sale or solicit any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as offer to whom no representation, warranty, covenant or agreement is made) have complied and will comply with the requirements for an Offshore Transaction in respect of such Offered Securities. 7. With respect to the Regulation D Offering, if any, none of the Corporation, buy any of its predecessors, any affiliated issuer, any director, executive officer, or any other officer of the Corporation participating in the Regulation D Offering, any beneficial owner (as that term is defined in Rule 13d-3 under the U.S. Securities Act) of 20% or more of the Corporation’s outstanding voting equity securities, calculated on the basis of voting power, and any promoter (as defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D that, if contemplated by Rule 506(e) of Regulation D, is described in the U.S. Memorandum and the Corporation is not aware of any person other than any Issuer Covered Person or any Underwriter Covered Person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the offer or sale of Offered Units pursuant to Regulation D. The Corporation will notify the Underwriter in writing, prior to each Closing Date, of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person. 8. None of the Corporation, its affiliates (as defined in Rule 405 under the U.S. Securities Act) or any person acting on its or their behalf (except for the Underwriter, the U.S. Selling Group Members and any person acting on their behalf, as to whom no representation, warranty or covenant is made) has engaged in or will engage in any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act or any action which would constitute a violation of Regulation M under the U.S. Exchange Act with respect to offers or sales of the Offered Securities securities in the United States or to, to or for the account or benefit ofof a U.S. Person, U.S. Persons. 9. The Corporation will, within the prescribed time periods after the first sale of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons, prepare and file any forms or notices required under the U.S. Securities Act or any state securities laws in connection with the sale of the Offered Securities, including but not limited to filing Form D, if applicable, with the SEC. 10. Except with respect to the offer and sale of the Offered Securities offered under this Agreement, the Corporation has not, within six months before the commencement of the offer and sale of the Offered Securities, and will not within six months after the Closing Date, offer or sell any securities in a manner that would be integrated with the offer and sale of the Offered Securities and would cause the exemption from registration pursuant to Rule 506(b) of Regulation D or set forth in Section 4(a)(24(2) of the U.S. Securities Act or the exclusion from registration set forth in and/or Rule 903 506 of Regulation S D to become unavailable with respect to the offer and sale of the Offered Securities. 6. In connection with the private placement in the United States of units of Titan Medical Inc. (the “Corporation”) pursuant to the Underwriting Agreement dated February 8, 2021 among the Corporation and Xxxxx Xxxxxx Securities Inc. (the “Underwriter”), each None of the undersigned does hereby certify as follows with respect to Corporation, any of its activities: affiliates or any person acting on any of their behalf (i) other than the undersigned U.S. Selling Group Member who offered Offered Securities in the United States or toUnderwriter, or for the account or benefit ofits affiliates, U.S. Persons is on the date hereof and was on the date of each offer and subsequent sale by the Corporation of such Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons duly registered as a broker or dealer with the United States Securities and Exchange Commission under the U.S. Exchange Act of 1934 (the “U.S. Exchange Act”) and under the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc.; (ii) all offers and sales of Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons were effected by or only through the U.S. Selling Group Member or pursuant to Rule 15a-6 under the U.S. Exchange Act and have been effected in accordance with all applicable U.S. federal and state broker-dealer requirements; (iii) each offeree of Offered Securities that is in the United States, that is a U.S. Person or that is acting for the account or benefit of a U.S. Person, was provided with a copy members of the U.S. Memorandum and no other written material was used in connection with the offer and sale of Offered Securities in the United States; (iv) immediately prior to making each offer to offerees of Offered Securities that are in the United States, that are U.S. Persons Selling Dealer Group or that are any person acting for the account or benefit of U.S. Persons, we had reasonable grounds to believe and did reasonably believe that each such offeree was an IAI and/or QIB, and, on the date hereof, we continue to reasonably believe that each person offered Offered Securities in the United States or that is, or is acting for the account or benefit of, a U.S. Person is an IAI and/or QIB; (v) we obtained from each Purchaser in the United States, U.S. Person and purchaser acting for the account or benefit of a U.S. Person, an executed QIB Letter or AI Certificate, as applicable, and we have delivered the same to the Corporation; (vi) no form of General Solicitation or General Advertising was used by us in connection with the offer of the Offered Securities in the United States; (vii) there were no Directed Selling Efforts with respect to the Offered Securities; (viii) neither we nor any of the U.S. Selling Group Members have their behalf, in respect of which no representation is made) has taken or will take take, directly or indirectly, any action which would constitute a in violation of Regulation M of under the U.S. Exchange Act in connection with the offer or and sale of the Offered Securities;. (ix) no Underwriter Covered Person is 7. None of the Corporation or any of its predecessors or affiliates have been subject to any order, judgment, or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D. 8. The Corporation is not, and as a Disqualifications Event; andresult of the sale of the Securities contemplated hereby will not be, an "investment company" as defined in the United States Investment Company Act of 1940, as amended. 9. The Corporation will duly prepare and file a notice on Form D within 15 days after the first sale of Securities in reliance on Rule 506 of Regulation D, and any notice filings required by applicable state securities laws.

Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants, represents and warrants to and covenants and agrees with each of the Underwriters that: 1. The Corporation It is, and on the Closing Date and any Over-Allotment Closing Date will be be, a Foreign Private Issuer.Issuer and there is no Substantial U.S. Market Interest with respect to the Subordinated Voting Shares of the Corporation or the Warrants; 2. None of the Corporation, any of its affiliates, or any person acting on their behalf (other than the Underwriters, their U.S. Affiliates, any Selling Firm and any person acting on any of their behalf, as to which the Corporation makes no representation, warranty, covenant or agreement) (i) has made or will make any Directed Selling Efforts in the United States, (ii) has engaged or will engage in any form of General Solicitation or General Advertising, or (iii) has offered or will offer the Securities in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act, in connection with the offer or sale of the Securities in the United States and to, or for the account or benefit of, U.S. Persons; 3. The Corporation is notnot now, and will not as a result of the sales sale of the Offered Securities contemplated hereby and or the application issuance of Warrant Shares upon the proceeds thereof will not beexercise of Warrants, an open-end investment company or unit investment trust registered, be registered or required to be registered, or a closed-end investment company required to be registered, but not registered, registered under the United States Investment Company Act of 1940, as amended. 34. Except with respect to offers and sales in accordance with this Schedule “A” None of (i) Offered Securities to IAIs and/or QIBs in reliance upon an exemption from registration under the U.S. Securities ActCorporation, neither the Corporation nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Securities to a person in the United States to or, for the account or benefit of, U.S. Persons; or (B) any sale of Offered Securities unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States, or (ii) the Corporation, its affiliates or any person acting on its behalf (other than the Underwriters, their affiliates U.S. Affiliates, any Selling Firm and any person acting on any of their behalf, as to whom no representation is made) reasonably believe that which the purchaser is outside the United States. 4. Neither it nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom Corporation makes no representation, warranty, covenant or agreement is made), has engaged or will engage in any Directed Selling Efforts in respect of the Common Shares, or agreement) has taken or will take any action that would cause the exemption exclusion from the registration afforded requirements of the U.S. Securities Act provided by Rule 903 of Regulation S or the exemption from such registration afforded requirements provided by Rule 506(b) of Regulation D or section 4(a)(2) of the U.S. Securities Act 144A, to be unavailable for offers the offer and sales sale of the Offered Securities pursuant to the this Underwriting Agreement., including this Schedule “C”; 5. None of the Corporation, any of its affiliates or any person persons acting on its or their behalf (other than the UnderwriterUnderwriters, their U.S. Affiliates, any U.S. Selling Group Member Firm and any person acting on any of their behalf, as to whom which the Corporation makes no representation, warranty, covenant or agreement is madeagreement) have (i) engaged has offered or sold, or will engage in offer or sell, any form of General Solicitation or General Advertising with respect to offers or sales of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons, or (ii) undertaken any activity except for offers and sales made through the Underwriters and their U.S. Affiliates in a manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.compliance with this Underwriting Agreement, including this Schedule “C”; 6. In connection with All offers and sales of Offered Securities outside the United States and not to, or for the account or benefit of, U.S. Persons, made by the Corporation, its affiliates, and affiliates or any person persons acting on its or their behalf (other than the UnderwriterUnderwriters, their U.S. Affiliates, any U.S. Selling Group Member Firm and any person acting on any of their behalf, as to whom which the Corporation makes no representation, warranty, covenant or agreement is madeagreement) outside the United States to non-U.S. Persons have complied been made and will comply be made in Offshore Transactions and otherwise in accordance with the requirements for an Offshore Transaction in respect Rule 903 of such Offered Securities.Regulation S; 7. With respect to the Regulation D OfferingThe Securities are not, if any, none and as of the CorporationClosing Date and any Over-Allotment Closing Date will not be, and no securities of the same class as any of its predecessors, any affiliated issuer, any director, executive officer, the Securities are or any other officer will be: (i) listed on a national securities exchange in the United States registered under Section 6 of the Corporation participating U.S. Exchange Act; (ii) quoted in the Regulation D Offeringa “U.S. automated inter-dealer quotation system”, any beneficial owner (as that such term is defined used in Rule 13d-3 144A under the U.S. Securities Act; or (iii) convertible or exchangeable into, or exercisable for, securities so listed or quoted at an effective conversion or exercise premium (calculated as specified in paragraph (a)(6) and (a)(7) of 20Rule 144A) of less than 10% for securities so listed or more quoted; and 8. For so long as any of the Corporation’s Securities are outstanding voting equity and are “restricted securities, calculated on ” within the basis meaning of voting power, and any promoter (as defined in Rule 405 144(a)(3) under the U.S. Securities Act) connected with the Corporation in any capacity (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D that, and if contemplated by Rule 506(e) of Regulation D, is described in the U.S. Memorandum and the Corporation is not aware of any person other than any Issuer Covered Person or any Underwriter Covered Person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers subject to and in connection compliance with the offer or sale of Offered Units pursuant to Regulation D. The Corporation will notify the Underwriter in writing, prior to each Closing Date, of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person. 8. None of the Corporation, its affiliates (as defined in Rule 405 under the U.S. Securities Act) or any person acting on its or their behalf (except for the Underwriter, the U.S. Selling Group Members and any person acting on their behalf, as to whom no representation, warranty or covenant is made) has engaged in or will engage in any conduct involving a public offering within the meaning reporting requirements of Section 4(a)(213 or Section 15(d) of the U.S. Securities Exchange Act or exempt from such reporting requirements pursuant to Rule 12g3-2(b) thereunder, the Corporation will provide to any action which would constitute a violation holder of Regulation M under such Securities, or to any prospective purchaser of such Securities designated by such holder, upon the U.S. Exchange Act with respect request of such holder or prospective purchaser, at or prior to offers or the time of resale, the information required to be provided by Rule 144A(d)(4), provided that the delivery of such information is required in order to permit sales of the Offered applicable Securities in the United States or to, or for the account or benefit of, U.S. Persons.pursuant to Rule 144A. 9. The Corporation will, within further acknowledges that the prescribed time periods after the first sale of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons, prepare have not been and file any forms or notices required will not be registered under the U.S. Securities Act or any United States state securities laws and can be offered and sold in connection the United States only to Qualified Institutional Buyers in compliance with the sale of the Offered Securities, including but not limited to filing Form D, if applicable, with the SEC. 10. Except with respect to the offer and sale of the Offered Securities offered 144A under this Agreement, the Corporation has not, within six months before the commencement of the offer and sale of the Offered Securities, and will not within six months after the Closing Date, offer or sell any securities in a manner that would be integrated with the offer and sale of the Offered Securities and would cause the exemption from registration pursuant to Rule 506(b) of Regulation D or Section 4(a)(2) of the U.S. Securities Act or the exclusion from registration set forth in Rule 903 of Regulation S to become unavailable with respect to the offer and sale of the Offered Securities. In connection with the private placement in the United States of units of Titan Medical Inc. (the “Corporation”) pursuant to the Underwriting Agreement dated February 8, 2021 among the Corporation and Xxxxx Xxxxxx Securities Inc. (the “Underwriter”), each of the undersigned does hereby certify as follows with respect to its activities: (i) the undersigned U.S. Selling Group Member who offered Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons is on the date hereof and was on the date of each offer and subsequent sale by the Corporation of such Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons duly registered as a broker or dealer with the United States Securities and Exchange Commission exemptions under the U.S. Exchange Act of 1934 (the “U.S. Exchange Act”) and under the applicable state securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc.; (ii) all offers and sales of Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons were effected by or only through the U.S. Selling Group Member or pursuant to Rule 15a-6 under the U.S. Exchange Act and have been effected in accordance with all applicable U.S. federal and state broker-dealer requirements; (iii) each offeree of Offered Securities that is in the United States, that is a U.S. Person or that is acting for the account or benefit of a U.S. Person, was provided with a copy of the U.S. Memorandum and no other written material was used in connection with the offer and sale of Offered Securities in the United States; (iv) immediately prior to making each offer to offerees of Offered Securities that are in the United States, that are U.S. Persons or that are acting for the account or benefit of U.S. Persons, we had reasonable grounds to believe and did reasonably believe that each such offeree was an IAI and/or QIB, and, on the date hereof, we continue to reasonably believe that each person offered Offered Securities in the United States or that is, or is acting for the account or benefit of, a U.S. Person is an IAI and/or QIB; (v) we obtained from each Purchaser in the United States, U.S. Person and purchaser acting for the account or benefit of a U.S. Person, an executed QIB Letter or AI Certificate, as applicable, and we have delivered the same to the Corporation; (vi) no form of General Solicitation or General Advertising was used by us in connection with the offer of the Offered Securities in the United States; (vii) there were no Directed Selling Efforts with respect to the Offered Securities; (viii) neither we nor any of the U.S. Selling Group Members have taken or will take any action which would constitute a violation of Regulation M of the U.S. Exchange Act in connection with the offer or sale of the Offered Securities; (ix) no Underwriter Covered Person is subject to a Disqualifications Event; andlaws.

Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants, covenants and agrees that, as of the date hereof and the Closing Date: 1. The Corporation isis a “foreign issuer”, within the meaning of Regulation S, and on reasonably believes that there is no Substantial U.S. Market Interest in the Closing Date and Offered Units, the Unit Shares, the Warrants, the Warrant Shares or any Over-Allotment Closing Date will be a Foreign Private Issuerclass of the Corporation’s equity securities. 2. The Corporation is not, and as a result of the sales sale of the Offered Securities contemplated hereby Units, the Unit Shares and the application Warrants and the issuance of the proceeds thereof Warrant Shares will not be, an open-end “investment company or unit investment trust registeredcompany”, or required to be registered, or a closed-end investment company required to be registered, but not registered, under as defined in the United States Investment Company Act of 1940, as amended, registered or required to registered under such Act. 3. During the period in which the Offered Units, the Unit Shares and the Warrants are offered for sale, none of it, its affiliates, or any person acting on its or their behalf (other than the Agent, the U. S. Selling Group Member, any of its or their respective affiliates, or any person acting on any of its or their behalf in respect of which no representation, warrant, covenant or agreement is made): (i) has made or will make any Directed Selling Efforts; or (ii) has engaged in or will engage in any form of “general solicitation” or “general advertising” (as those terms are used in Rule 502(c) of Regulation D) with respect to offers or sales of the Offered Units, the Unit Shares or the Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons, including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet, or broadcast over radio, television or the internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising or has taken or will take any action that would constitute a public offering of the Offered Units in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act. 4. The Corporation has not, for a period of six months prior to the commencement of the Offering, sold, offered for sale or solicited any offer to buy any of its securities in a manner that would be integrated with the offer and sale of the Offered Units, the Unit Shares or the Warrants and would cause the exemption from registration set forth in Rule 506(b) of Regulation D to become unavailable with respect to the offer and sale of the Offered Units, the Unit Shares or the Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons. 5. During the period in which the Offered Units, the Unit Shares and the Warrants are offered for sale, none of the Corporation, its affiliates, or any person acting on any of its or their behalf (other than the Agent, the U.S. Selling Group Member, any of its or their respective affiliates or any person acting on its or their behalf, in respect of which no representation, warranty, covenant or agreement is made) has taken or will take any action (i) in violation of Regulation M under the U. S. Exchange Act in connection with the offer or sale of the Offered Units, the Unit Shares or the Warrant Shares or (ii) that would cause the exemption afforded by Rule 506(b) of Regulation D to be unavailable for offers and sales of the Offered Units, the Unit Shares or the Warrants in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons in accordance with the Agreement, or the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Units, the Unit Shares or the Warrants outside the United States to non-U.S. Persons in accordance with the Agreement. 6. Within 15 days of the first sale of the Offered Units, the Unit Shares or the Warrants in the United States to, or for the account or benefit of, persons in the United States or U.S. Persons who are Accredited Investors, the Corporation will file a Form D, Notice of Sale, with the United States Securities and Exchange Commission and any applicable state securities commissions in connection with the offer and sale of such securities. 7. Neither the Corporation nor any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction, temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D. 8. Except with respect to offers and sales in accordance with this Agreement (including this Schedule “A” of (iB”) Offered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons to IAIs and/or QIBs Accredited Investors in reliance upon an the exemption from registration under set forth in Rule 506(b) of Regulation D, none of the U.S. Securities ActCorporation, neither the Corporation nor any of its affiliates, nor or any person acting on its or their behalf (other than the UnderwriterAgent, any the U.S. Selling Group Member and Member, any of its or their respective affiliates or any person acting on any of its or their behalf, as to whom in respect of which no representation, warranty, covenant or agreement is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Securities to a person Units, Unit Shares or Warrants in the United States to oror to, or for the account or benefit of, a person in the United States or a U.S. PersonsPerson; or (B) any sale of Offered Securities Units, Unit Shares or Warrants unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States, not a U.S. Person and not acting for the account or (ii) the Corporation, its affiliates or any benefit of a person acting on its behalf (other than the Underwriters, their affiliates and any person acting on their behalf, as to whom no representation is made) reasonably believe that the purchaser is outside the United States. 4. Neither it nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made), has engaged or will engage in any Directed Selling Efforts in respect of the Common Shares, or has taken or will take any action that would cause the exemption from registration afforded by Rule 903 of Regulation S or the exemption from registration afforded by Rule 506(b) of Regulation D or section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of the Offered Securities pursuant to the Underwriting Agreement. 5. None of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made) have (i) engaged or will engage in any form of General Solicitation or General Advertising with respect to offers or sales of the Offered Securities in the United States or to, or for the account or benefit of, a U.S. Persons, Person or (ii) undertaken any activity in a manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 6. In connection with offers and sales of Offered Securities outside the United States and not to, or for the account or benefit of, U.S. Persons, the Corporation, its affiliates, and any person acting on its or their behalf (other than reasonably believes that the Underwriterpurchaser is outside the United States, any not a U.S. Selling Group Member Person and any not acting for the account or benefit of a person acting on their behalf, as to whom no representation, warranty, covenant in the United States or agreement is made) have complied and will comply with the requirements for an Offshore Transaction in respect of such Offered Securitiesa U.S. Person. 79. With As of the Closing Date, with respect to the offer and sale of the Regulation D Offering, if anySecurities, none of the Corporation, any of its predecessors, any affiliated “affiliated” (as such term is defined in Rule 501(b) of Regulation D) issuer, any director, executive officer, officer or any other officer of the Corporation participating in the offering of the Regulation D OfferingSecurities, any beneficial owner (as that term is defined in Rule 13d-3 under the U.S. Securities Act) of 20% or more of the Corporation’s outstanding voting equity securities, calculated on the basis of voting power, and or any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity at the time of sale of the Regulation D Securities (each, an “Issuer other than any Dealer Covered Person” and, together, “Issuer Covered Persons”as to whom no representation is made) is subject to any Disqualification Event. 10. As of the Closing Date, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D that, if contemplated by Rule 506(e) of Regulation D, is described in the U.S. Memorandum and the Corporation is not aware of any person (other than any Issuer Dealer Covered Person or any Underwriter Covered Person Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities. In connection with the private placement to, or for the account or benefit of, persons in the United States and U.S. Persons of the Offered Units of Titan Medical Inc. (the “Corporation”) pursuant to the agency agreement dated March 10, 2017 by and between the Corporation and the Agent (the “Agreement”), the undersigned do hereby certify as follows: 1. (the “U.S. Selling Group Member”) was on the date of each offer or and sale of Offered Units pursuant to Regulation D. The Corporation will notify the Underwriter in writingUnits, prior to each Closing Date, of (i) any Disqualification Event relating to any Issuer Covered Person Unit Shares and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person. 8. None of the Corporation, its affiliates (as defined in Rule 405 under the U.S. Securities Act) or any person acting on its or their behalf (except for the Underwriter, the U.S. Selling Group Members and any person acting on their behalf, as to whom no representation, warranty or covenant is made) has engaged in or will engage in any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act or any action which would constitute a violation of Regulation M under the U.S. Exchange Act with respect to offers or sales of the Offered Securities Warrants in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons., and is on the date hereof, a duly registered broker-dealer with the United States Securities and Exchange Commission and under the securities laws of each state in which such offers and sales were made (unless exempted from the respective state’s broker- dealer registration requirements) and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc. 92. The Corporation will, within the prescribed time periods after the first sale All offers and sales of the Offered Securities Units, the Unit Shares and the Warrants in the United States or to, or for the account or benefit of, U.S. Persons, prepare and file any forms or notices required under the U.S. Securities Act or any state securities laws in connection with the sale of the Offered Securities, including but not limited to filing Form D, if applicable, with the SEC. 10. Except with respect to the offer and sale of the Offered Securities offered under this Agreement, the Corporation has not, within six months before the commencement of the offer and sale of the Offered Securities, and will not within six months after the Closing Date, offer or sell any securities in a manner that would be integrated with the offer and sale of the Offered Securities and would cause the exemption from registration pursuant to Rule 506(b) of Regulation D or Section 4(a)(2) of the U.S. Securities Act or the exclusion from registration set forth in Rule 903 of Regulation S to become unavailable with respect to the offer and sale of the Offered Securities. In connection with the private placement persons in the United States of units of Titan Medical Inc. (the “Corporation”) pursuant to the Underwriting Agreement dated February 8, 2021 among the Corporation and Xxxxx Xxxxxx Securities Inc. (the “Underwriter”), each of the undersigned does hereby certify as follows with respect to its activities: (i) the undersigned U.S. Selling Group Member who offered Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons is on the date hereof and was on the date of each offer and subsequent sale have been conducted by the Corporation of such Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons duly registered as a broker or dealer with the United States Securities and Exchange Commission under the U.S. Exchange Act of 1934 (the “U.S. Exchange Act”) and under the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc.; (ii) all offers and sales of Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons were effected by or only us through the U.S. Selling Group Member or pursuant to Rule 15a-6 under the U.S. Exchange Act and have been effected in accordance with the terms of the Agency Agreement (including Schedule “B” thereto) and all applicable U.S. federal and state broker-dealer dealers requirements;. 3. Immediately prior to offering Offered Units, the Unit Shares and the Warrants to each prospective purchasers in the United States, who was a U.S. Person or who was acting for the account or benefit of a person in the United States or a U.S. Person (iii) each, a “U.S. Offeree”), we had reasonable grounds to believe and did believe that each offeree U.S. Offeree was an Accredited Investor and, on the date hereof, we continue to believe that each U.S. Offeree purchasing the Offered Units from the Corporation is an Accredited Investor. 4. Each U.S. Offeree of Offered Securities that Units, Unit Shares or Warrants was provided with a copy of the final U.S. Memorandum, in the form agreed to by the Corporation and the Agent, including the Prospectus Supplement, and each purchaser of Offered Units, Unit Shares or Warrants who (i) is in the United States, that (ii) is a U.S. Person or that Person, (iii) is acting for the account or benefit of a person in the United States or a U.S. PersonPerson or (iv) was offered Offered Units, Unit Shares or Warrants in the United States, was provided with a copy of the final U.S. Memorandum Memorandum, including the Prospectus Supplement, and no other written material was used in connection with the offer and sale of the Offered Securities in Units, the United States; (iv) immediately prior to making each offer to offerees of Offered Securities that are in Unit Shares or the United States, that are U.S. Persons or that are acting for the account or benefit of U.S. Persons, we had reasonable grounds to believe and did reasonably believe that each such offeree was an IAI and/or QIB, and, on the date hereof, we continue to reasonably believe that each person offered Offered Securities in the United States or that isWarrants to, or is acting for the account or benefit of, a U.S. Person is an IAI and/or QIB; (v) we obtained from each Purchaser persons in the United StatesStates or U.S. Persons; 5. No form of “general solicitation” or “general advertising” (as those terms are used in Rule 502(c) of Regulation D) was used by us, U.S. Person including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet or broadcast over radio, television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising, in connection with the offer and purchaser acting sale of the Offered Units, the Unit Shares or the Warrants to, or for the account or benefit of a U.S. Personof, an executed QIB Letter or AI Certificate, as applicable, and we have delivered the same to the Corporation; (vi) no form of General Solicitation or General Advertising was used by us in connection with the offer of the Offered Securities persons in the United States;States or U.S. Persons. (vii) there were no Directed Selling Efforts with respect 6. Prior to any sale of Offered Units, the Unit Shares or Warrants to a U.S. Offeree, we caused each such U.S. Offeree who is an Accredited Investor to execute a U.S. Subscription Agreement substantially in the form of Exhibit I to the Offered Securities;U.S. Offering Memorandum. (viii) neither 7. Neither we nor any of the U.S. Selling Group Members our affiliates have taken or will take take, directly or indirectly, any action which would constitute a in violation of Regulation M of under the U.S. Exchange Act in connection with respect to the offer or sale of the Offered Units, the Unit Shares or the Warrants. 8. None of (i) the undersigned, (ii) the undersigned’s general partners or managing members, (iii) any of the undersigned’s directors, executive officers or other officers participating in the offering of the Regulation D Securities; , (ixiv) no Underwriter any of the undersigned’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons, including any Selling Firm and any such persons related to such Selling Firm, that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with sale of Regulation D Securities (each, a “Dealer Covered Person Person” and, collectively, the “Dealer Covered Persons”), is subject to any to any of the “Bad Actor” disqualifications described in Rule 506(d)(1) under Regulation D (a Disqualifications “Disqualification Event; and”). 9. The undersigned represents that it is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities. 10. The offering of the Offered Units, the Unit Shares or the Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons has been conducted by us in accordance with the terms of the Agreement, including Schedule “B” thereto. Capitalized terms used in this certificate have the meanings given to them in the Agreement, including Schedule “B” attached thereto, unless otherwise defined herein. DATED this _________ day of _______________, 2017. By: By: Name: Name: Title: Title:

Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants, covenants and agrees that, as of the date hereof and the Closing Date: 1. The Corporation isis a “foreign issuer”, within the meaning of Regulation S, and on reasonably believes that there is no Substantial U.S. Market Interest in the Closing Date and Offered Units, the Unit Shares, the Warrants, the Warrant Shares or any Over-Allotment Closing Date will be a Foreign Private Issuerclass of the Corporation’s equity securities. 2. The Corporation is not, and as a result of the sales sale of the Offered Securities contemplated hereby Units, the Unit Shares and the application Warrants and the issuance of the proceeds thereof Warrant Shares will not be, an open-end “investment company or unit investment trust registeredcompany”, or required to be registered, or a closed-end investment company required to be registered, but not registered, under as defined in the United States Investment Company Act of 1940, as amended, registered or required to registered under such Act. 3. During the period in which the Offered Units, the Unit Shares and the Warrants are offered for sale, none of it, its affiliates, or any person acting on its or their behalf (other than the Agent, the U.S. Selling Group Member, any of its or their respective affiliates, or any person acting on any of its or their behalf in respect of which no representation, warranty, covenant or agreement is made): (i) has made or will make any Directed Selling Efforts; or (ii) has engaged in or will engage in any form of “general solicitation” or “general advertising” (as those terms are used in Rule 502(c) of Regulation D) with respect to offers or sales of the Offered Units, the Unit Shares or the Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons, including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet, or broadcast over radio, television or the internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising or has taken or will take any action that would constitute a public offering of the Offered Units in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act. 4. For a period of six months prior to the commencement of the Offering, none of it, its affiliates or any person acting on its or their behalf (other than the Agent, the U.S. Selling Group Member, any of its or their respective affiliates, or any person acting on any of its or their behalf in respect of which no representation, warranty, covenant or agreement is made): (i) has sold, offered for sale or solicited any offer to buy, and will not sell, offer for sale or solicit any offer to buy, any of the Corporation’s securities in a manner that would be integrated with the offer and sale of the Offered Units, the Unit Shares or the Warrants and would cause the exemption from registration set forth in Rule 506(b) of Regulation D to become unavailable with respect to the offer and sale of the Offered Units, the Unit Shares or the Warrants, and (ii) has engaged or will engage in any general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D) in connection with any offer or sale of the Corporation’s securities in reliance upon Rule 506(c) of Regulation D or otherwise in a manner that would be integrated with the offer and sale of the Offered Units, the Unit Shares or the Warrants and would cause the exemption from registration set forth in Rule 506(b) of Regulation D to become unavailable with respect to the offer and sale of the Offered Units, the Unit Shares or the Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons. 5. During the period in which the Offered Units, the Unit Shares and the Warrants are offered for sale, none of the Corporation, its affiliates, or any person acting on any of its or their behalf (other than the Agent, the U.S. Selling Group Member, any of its or their respective affiliates or any person acting on its or their behalf, in respect of which no representation, warranty, covenant or agreement is made) has taken or will take any action (i) in violation of Regulation M under the U. S. Exchange Act in connection with the offer or sale of the Offered Units, the Unit Shares or the Warrant Shares or (ii) that would cause the exemption afforded by Rule 506(b) of Regulation D to be unavailable for offers and sales of the Offered Units, the Unit Shares or the Warrants in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons in accordance with the Agreement, or the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Units, the Unit Shares or the Warrants outside the United States to non-U.S. Persons in accordance with the Agreement. 6. Within 15 days of the first sale of the Offered Units, the Unit Shares or the Warrants in the United States to, or for the account or benefit of, persons in the United States or U.S. Persons, the Corporation will file a Form D, Notice of Sale, with the United States Securities and Exchange Commission and any applicable state securities commissions in connection with the offer and sale of such securities. 7. Neither the Corporation nor any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction, temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D. 8. Except with respect to offers and sales in accordance with this Agreement (including this Schedule “A” of (iD”) Offered Securities to IAIs and/or QIBs to, or for the account or benefit of, persons in the United States or U.S. Persons that are either Institutional Accredited Investors or Qualified Institutional Buyers in reliance upon an the exemption from registration under set forth in Rule 506(b) of Regulation D, none of the U.S. Securities ActCorporation, neither the Corporation nor any of its affiliates, nor or any person acting on its or their behalf (other than the UnderwriterAgent, the U. S. Selling Group Member, any U.S. Selling Group Member and of its or their respective affiliates or any person acting on any of its or their behalf, as to whom in respect of which no representation, warranty, covenant or agreement is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Securities to a person Units, Unit Shares or Warrants in the United States to oror to, or for the account or benefit of, a person in the United States or a U.S. PersonsPerson; or (B) any sale of Offered Securities Units, Unit Shares or Warrants unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States, not a U.S. Person and not acting for the account or (ii) the Corporation, its affiliates or any benefit of a person acting on its behalf (other than the Underwriters, their affiliates and any person acting on their behalf, as to whom no representation is made) reasonably believe that the purchaser is outside the United States. 4. Neither it nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made), has engaged or will engage in any Directed Selling Efforts in respect of the Common Shares, or has taken or will take any action that would cause the exemption from registration afforded by Rule 903 of Regulation S or the exemption from registration afforded by Rule 506(b) of Regulation D or section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of the Offered Securities pursuant to the Underwriting Agreement. 5. None of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made) have (i) engaged or will engage in any form of General Solicitation or General Advertising with respect to offers or sales of the Offered Securities in the United States or to, or for the account or benefit of, a U.S. Persons, Person or (ii) undertaken any activity in a manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 6. In connection with offers and sales of Offered Securities outside the United States and not to, or for the account or benefit of, U.S. Persons, the Corporation, its affiliates, and any person acting on its or their behalf (other than reasonably believes that the Underwriterpurchaser is outside the United States, any not a U.S. Selling Group Member Person and any not acting for the account or benefit of a person acting on their behalf, as to whom no representation, warranty, covenant in the United States or agreement is made) have complied and will comply with the requirements for an Offshore Transaction in respect of such Offered Securitiesa U.S. Person. 79. With As of the Closing Date, with respect to the offer and sale of the Regulation D Offering, if anySecurities, none of the Corporation, any of its predecessors, any affiliated “affiliated” (as such term is defined in Rule 501(b) of Regulation D) issuer, any director, executive officer, officer or any other officer of the Corporation participating in the offering of the Regulation D OfferingSecurities, any beneficial owner (as that term is defined in Rule 13d-3 under the U.S. Securities Act) of 20% or more of the Corporation’s outstanding voting equity securities, calculated on the basis of voting power, and or any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity at the time of sale of the Regulation D Securities (each, an “Issuer other than any Dealer Covered Person” and, togetheras to whom no representation, “Issuer Covered Persons”warranty, acknowledgement, covenant or agreement is made) is subject to any Disqualification Event. 10. As of the Closing Date, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D that, if contemplated by Rule 506(e) of Regulation D, is described in the U.S. Memorandum and the Corporation is not aware of any person (other than any Issuer Dealer Covered Person or any Underwriter Covered Person Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities. In connection with the private placement to, or for the account or benefit of, persons in the United States and U.S. Persons of the Offered Units of Titan Medical Inc. (the “Corporation”) pursuant to the agency agreement dated November 30, 2017 by and between the Corporation and the Agent (the “Agreement”), the undersigned do hereby certify as follows: 1. (the “U.S. Selling Group Member”) was on the date of each offer or and sale of Offered Units pursuant to Regulation D. The Corporation will notify the Underwriter in writingUnits, prior to each Closing Date, of (i) any Disqualification Event relating to any Issuer Covered Person Unit Shares and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person. 8. None of the Corporation, its affiliates (as defined in Rule 405 under the U.S. Securities Act) or any person acting on its or their behalf (except for the Underwriter, the U.S. Selling Group Members and any person acting on their behalf, as to whom no representation, warranty or covenant is made) has engaged in or will engage in any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act or any action which would constitute a violation of Regulation M under the U.S. Exchange Act with respect to offers or sales of the Offered Securities Warrants in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons., and is on the date hereof, a duly registered broker-dealer with the United States Securities and Exchange Commission and under the securities laws of each state in which such offers and sales were made (unless exempted from the respective state’s broker- dealer registration requirements) and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc. 92. The Corporation will, within the prescribed time periods after the first sale All offers and sales of the Offered Securities Units, the Unit Shares and the Warrants in the United States or to, or for the account or benefit of, U.S. Persons, prepare and file any forms or notices required under the U.S. Securities Act or any state securities laws in connection with the sale of the Offered Securities, including but not limited to filing Form D, if applicable, with the SEC. 10. Except with respect to the offer and sale of the Offered Securities offered under this Agreement, the Corporation has not, within six months before the commencement of the offer and sale of the Offered Securities, and will not within six months after the Closing Date, offer or sell any securities in a manner that would be integrated with the offer and sale of the Offered Securities and would cause the exemption from registration pursuant to Rule 506(b) of Regulation D or Section 4(a)(2) of the U.S. Securities Act or the exclusion from registration set forth in Rule 903 of Regulation S to become unavailable with respect to the offer and sale of the Offered Securities. In connection with the private placement persons in the United States of units of Titan Medical Inc. (the “Corporation”) pursuant to the Underwriting Agreement dated February 8, 2021 among the Corporation and Xxxxx Xxxxxx Securities Inc. (the “Underwriter”), each of the undersigned does hereby certify as follows with respect to its activities: (i) the undersigned U.S. Selling Group Member who offered Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons is on the date hereof and was on the date of each offer and subsequent sale have been conducted by the Corporation of such Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons duly registered as a broker or dealer with the United States Securities and Exchange Commission under the U.S. Exchange Act of 1934 (the “U.S. Exchange Act”) and under the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc.; (ii) all offers and sales of Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons were effected by or only us through the U.S. Selling Group Member or pursuant to Rule 15a-6 under the U.S. Exchange Act and have been effected in accordance with the terms of the Agreement (including Schedule “D” thereto) and all applicable U.S. federal and state broker-dealer broker- dealers requirements;. 3. Immediately prior to offering Offered Units, the Unit Shares and the Warrants to each prospective purchasers in the United States, who was a U.S. Person or who was acting for the account or benefit of a person in the United States or a U.S. Person (iii) each, a “U.S. Offeree”), we had reasonable grounds to believe and did believe that each offeree U.S. Offeree was either an Institutional Accredited Investor or a Qualified Institutional Buyer and, on the date hereof, we continue to believe that each U.S. Offeree purchasing the Offered Units from the Corporation is either an Institutional Accredited Investor or a Qualified Institutional Buyer. 4. Each U.S. Offeree of Offered Securities that Units, Unit Shares or Warrants was provided with a copy of the final U.S. Memorandum, in the form agreed to by the Corporation and the Agent, including the Prospectus, and each purchaser of Offered Units, Unit Shares or Warrants who (i) is in the United States, that (ii) is a U.S. Person or that Person, (iii) is acting for the account or benefit of a person in the United States or a U.S. PersonPerson or (iv) was offered Offered Units, Unit Shares or Warrants in the United States, was provided with a copy of the final U.S. Memorandum Memorandum, including the Prospectus, and no other written material was used in connection with the offer and sale of the Offered Securities in Units, the United States; (iv) immediately prior to making each offer to offerees of Offered Securities that are in Unit Shares or the United States, that are U.S. Persons or that are acting for the account or benefit of U.S. Persons, we had reasonable grounds to believe and did reasonably believe that each such offeree was an IAI and/or QIB, and, on the date hereof, we continue to reasonably believe that each person offered Offered Securities in the United States or that isWarrants to, or is acting for the account or benefit of, a U.S. Person is an IAI and/or QIB; (v) we obtained from each Purchaser persons in the United StatesStates or U.S. Persons; 5. No form of “general solicitation” or “general advertising” (as those terms are used in Rule 502(c) of Regulation D) was used by us, U.S. Person including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet or broadcast over radio, television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising, in connection with the offer and purchaser acting sale of the Offered Units, the Unit Shares or the Warrants to, or for the account or benefit of a U.S. Personof, an executed QIB Letter or AI Certificate, as applicable, and we have delivered the same to the Corporation; (vi) no form of General Solicitation or General Advertising was used by us in connection with the offer of the Offered Securities persons in the United States;States or U.S. Persons. 6. Prior to any sale of Offered Units, the Unit Shares or Warrants to a U.S. Offeree, we caused each such U.S. Offeree who is (viii) there were no Directed Selling Efforts with respect a Qualified Institutional Buyer to execute and a QIB Letter in the form of Exhibit I to the Offered Securities;U.S. Memorandum or (ii) an Institutional Accredited Investor to execute a U.S. Subscription Agreement substantially in the form of Exhibit II to the U.S. Memorandum. (viii) neither 7. Neither we nor any of the U.S. Selling Group Members our affiliates have taken or will take take, directly or indirectly, any action which would constitute a in violation of Regulation M of under the U.S. Exchange Act in connection with respect to the offer or sale of the Offered Units, the Unit Shares or the Warrants. 8. None of (i) the undersigned, (ii) the undersigned’s general partners or managing members, (iii) any of the undersigned’s directors, executive officers or other officers participating in the offering of the Regulation D Securities; , (ixiv) no Underwriter any of the undersigned’s general partners’ or managing members’ directors, executive officers or other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons, including any Selling Firm and any such persons related to such Selling Firm, that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with sale of Regulation D Securities (each, a “Dealer Covered Person Person” and, collectively, the “Dealer Covered Persons”), is subject to any to any of the “Bad Actor” disqualifications described in Rule 506(d)(1) under Regulation D (a Disqualifications “Disqualification Event; and”). 9. The undersigned represents that it is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities. 10. The offering of the Offered Units, the Unit Shares or the Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons has been conducted by us in accordance with the terms of the Agreement, including Schedule “D” thereto.

Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants, covenants and agrees that: 1. The Corporation is, and on the Closing Date and any Over-Allotment Closing Date will be a Foreign Private Issuer. 2. The Corporation is not, and as a result of the sales of the Offered Securities contemplated hereby and the application of the proceeds thereof will not be, an open-end investment company or unit investment trust registered, or required to be registered, or a closed-end investment company required to be registered, but not registered, under the United States Investment Company Act of 1940, as amended. 3. Except with respect to offers and sales in accordance with this Schedule “A” of (i) Offered Securities to IAIs Accredited Investors and/or QIBs in reliance upon an exemption from registration under the U.S. Securities Act, neither the Corporation nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Securities to a person in the United States to or, for the account or benefit of, U.S. Persons; or (B) any sale of Offered Securities unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States, or (ii) the Corporation, its affiliates or any person acting on its behalf (other than the Underwriters, their affiliates and any person acting on their behalf, as to whom no representation is made) reasonably believe that the purchaser is outside the United States. 4. Neither it nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made), has engaged or will engage in any Directed Selling Efforts in respect of the Common Shares, or has taken or will take any action that would cause the exemption from registration afforded by Rule 903 of Regulation S or the exemption from registration afforded by Rule 506(b) of Regulation D or section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of the Offered Securities pursuant to the Underwriting Agreement. 5. None of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made) have (i) engaged or will engage in any form of General Solicitation or General Advertising with respect to offers or sales of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons, or (ii) undertaken any activity in a manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 6. In connection with offers and sales of Offered Securities outside the United States and not to, or for the account or benefit of, U.S. Persons, the Corporation, its affiliates, and any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made) have complied and will comply with the requirements for an Offshore Transaction in respect of such Offered Securities. 7. With respect to the Regulation D Offering, if any, none of the Corporation, any of its predecessors, any affiliated issuer, any director, executive officer, or any other officer of the Corporation participating in the Regulation D Offering, any beneficial owner (as that term is defined in Rule 13d-3 under the U.S. Securities Act) of 20% or more of the Corporation’s outstanding voting equity securities, calculated on the basis of voting power, and any promoter (as defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D that, if contemplated by Rule 506(e) of Regulation D, is described in the U.S. Memorandum and the Corporation is not aware of any person other than any Issuer Covered Person or any Underwriter Covered Person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the offer or sale of Offered Units pursuant to Regulation D. The Corporation will notify the Underwriter in writing, prior to each Closing Date, of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person. 8. None of the Corporation, its affiliates (as defined in Rule 405 under the U.S. Securities Act) or any person acting on its or their behalf (except for the Underwriter, the U.S. Selling Group Members and any person acting on their behalf, as to whom no representation, warranty or covenant is made) has engaged in or will engage in any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act or any action which would constitute a violation of Regulation M under the U.S. Exchange Act with respect to offers or sales of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons. 9. The Corporation will, within the prescribed time periods after the first sale of the Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons, prepare and file any forms or notices required under the U.S. Securities Act or any state securities laws in connection with the sale of the Offered Securities, including but not limited to filing Form D, if applicable, with the SEC. 10. Except with respect to the offer and sale of the Offered Securities offered under this Agreement, the Corporation has not, within six months before the commencement of the offer and sale of the Offered Securities, and will not within six months after the Closing Date, offer or sell any securities in a manner that would be integrated with the offer and sale of the Offered Securities and would cause the exemption from registration pursuant to Rule 506(b) of Regulation D or Section 4(a)(2) of the U.S. Securities Act or the exclusion from registration set forth in Rule 903 of Regulation S to become unavailable with respect to the offer and sale of the Offered Securities. In connection with the private placement in the United States of units of Titan Medical Inc. (the “Corporation”) pursuant to the Underwriting Agreement dated February January 8, 2021 among the Corporation and Xxxxx Xxxxxx Securities Inc. (the “Underwriter”), each of the undersigned does hereby certify as follows with respect to its activities: (i) the undersigned U.S. Selling Group Member who offered Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons is on the date hereof and was on the date of each offer and subsequent sale by the Corporation of such Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons duly registered as a broker or dealer with the United States Securities and Exchange Commission under the U.S. Exchange Act of 1934 (the “U.S. Exchange Act”) and under the securities laws of each state in which such offer or sale is made (unless exempted from the respective state’s broker-dealer registration requirements) and a member of and in good standing with the Financial Industry Regulatory Authority, Inc.; (ii) all offers and sales of Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons were effected by or only through the U.S. Selling Group Member or pursuant to Rule 15a-6 under the U.S. Exchange Act and have been effected in accordance with all applicable U.S. federal and state broker-dealer requirements; (iii) each offeree of Offered Securities that is in the United States, that is a U.S. Person or that is acting for the account or benefit of a U.S. Person, was provided with a copy of the U.S. Memorandum and no other written material was used in connection with the offer and sale of Offered Securities in the United States; (iv) immediately prior to making each offer to offerees of Offered Securities that are in the United States, that are U.S. Persons or that are acting for the account or benefit of U.S. Persons, we had reasonable grounds to believe and did reasonably believe that each such offeree was an IAI Accredited Investor and/or QIB, and, on the date hereof, we continue to reasonably believe that each person offered Offered Securities in the United States or that is, or is acting for the account or benefit of, a U.S. Person is an IAI Accredited Investor and/or QIB; (v) we obtained from each Purchaser in the United States, U.S. Person and purchaser acting for the account or benefit of a U.S. Person, an executed QIB Letter or AI Certificate, as applicable, and we have delivered the same to the Corporation; (vi) no form of General Solicitation or General Advertising was used by us in connection with the offer of the Offered Securities in the United States; (vii) there were no Directed Selling Efforts with respect to the Offered Securities; (viii) neither we nor any of the U.S. Selling Group Members have taken or will take any action which would constitute a violation of Regulation M of the U.S. Exchange Act in connection with the offer or sale of the Offered Securities; (ix) no Underwriter Covered Person is subject to a Disqualifications Event; and

Representations, Warranties and Covenants of the Corporation. The Corporation represents, warrants, covenants and agrees that, as of the date hereof and the Closing Date: 1. The Corporation isis a “foreign issuer”, within the meaning of Regulation S, and on reasonably believes that there is no Substantial U.S. Market Interest in the Closing Date and Offered Units, the Unit Shares, the Warrants, the Warrant Shares or any Over-Allotment Closing Date will be a Foreign Private Issuerclass of the Corporation’s equity securities. 2. The Corporation is not, and as a result of the sales sale of the Offered Securities contemplated hereby Units, the Unit Shares and the application Warrants and the issuance of the proceeds thereof Warrant Shares will not be, an open-end “investment company or unit investment trust registeredcompany”, or required to be registered, or a closed-end investment company required to be registered, but not registered, under as defined in the United States Investment Company Act of 1940, as amended, registered or required to registered under such Act. 3. During the period in which the Offered Units, the Unit Shares and the Warrants are offered for sale, none of it, its affiliates, or any person acting on its or their behalf (other than the Agent, the U.S. Selling Group Member, any of its or their respective affiliates, or any person acting on any of its or their behalf in respect of which no representation, warrant, covenant or agreement is made): (i) has made or will make any Directed Selling Efforts; or (ii) has engaged in or will engage in any form of “general solicitation” or “general advertising” (as those terms are used in Rule 502(c) of Regulation D) with respect to offers or sales of the Offered Units, the Unit Shares or the Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons, including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet, or broadcast over radio, television or the internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising or has taken or will take any action that would constitute a public offering of the Offered Units in the United States within the meaning of Section 4(a)(2) of the U.S. Securities Act. 4. The Corporation has not, for a period of six months prior to the commencement of the Offering, sold, offered for sale or solicited any offer to buy any of its securities in a manner that would be integrated with the offer and sale of the Offered Units, the Unit Shares or the Warrants and would cause the exemption from registration set forth in Rule 506(b) of Regulation D to become unavailable with respect to the offer and sale of the Offered Units, the Unit Shares or the Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons. 5. During the period in which the Offered Units, the Unit Shares and the Warrants are offered for sale, none of the Corporation, its affiliates, or any person acting on any of its or their behalf (other than the Agent, the U.S. Selling Group Member, any of its or their respective affiliates or any person acting on its or their behalf, in respect of which no representation, warranty, covenant or agreement is made) has taken or will take any action (i) in violation of Regulation M under the U.S. Exchange Act in connection with the offer or sale of the Offered Units, the Unit Shares or the Warrant Shares or (ii) that would cause the exemption afforded by Rule 506(b) of Regulation D to be unavailable for offers and sales of the Offered Units, the Unit Shares or the Warrants in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons in accordance with the Agreement, or the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Offered Units, the Unit Shares or the Warrants outside the United States to non-U.S. Persons in accordance with the Agreement. 6. Within 15 days of the first sale of the Offered Units, the Unit Shares or the Warrants in the United States to, or for the account or benefit of, persons in the United States or U.S. Persons, the Corporation will file a Form D, Notice of Sale, with the United States Securities and Exchange Commission and any applicable state securities commissions in connection with the offer and sale of such securities. 7. Neither the Corporation nor any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction, temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D. 8. Except with respect to offers and sales in accordance with this Agreement (including this Schedule “A” of (iB”) Offered Securities to IAIs and/or QIBs to, or for the account or benefit of, persons in the United States or U.S. Persons that are either Accredited Investors or Qualified Institutional Buyers in reliance upon an the exemption from registration under set forth in Rule 506(b) of Regulation D, none of the U.S. Securities ActCorporation, neither the Corporation nor any of its affiliates, nor or any person acting on its or their behalf (other than the UnderwriterAgent, any the U.S. Selling Group Member and Member, any of its or their respective affiliates or any person acting on any of its or their behalf, as to whom in respect of which no representation, warranty, covenant or agreement is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Offered Securities to a person Units, Unit Shares or Warrants in the United States to oror to, or for the account or benefit of, a person in the United States or a U.S. PersonsPerson; or (B) any sale of Offered Securities Units, Unit Shares or Warrants unless, at the time the buy order was or will have been originated, the purchaser is (i) outside the United States, not a U.S. Person and not acting for the account or (ii) the Corporation, its affiliates or any benefit of a person acting on its behalf (other than the Underwriters, their affiliates and any person acting on their behalf, as to whom no representation is made) reasonably believe that the purchaser is outside the United States. 4. Neither it nor any of its affiliates, nor any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made), has engaged or will engage in any Directed Selling Efforts in respect of the Common Shares, or has taken or will take any action that would cause the exemption from registration afforded by Rule 903 of Regulation S or the exemption from registration afforded by Rule 506(b) of Regulation D or section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of the Offered Securities pursuant to the Underwriting Agreement. 5. None of the Corporation, any of its affiliates or any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made) have (i) engaged or will engage in any form of General Solicitation or General Advertising with respect to offers or sales of the Offered Securities in the United States or to, or for the account or benefit of, a U.S. Persons, Person or (ii) undertaken any activity in a manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act. 6. In connection with offers and sales of Offered Securities outside the United States and not to, or for the account or benefit of, U.S. Persons, the Corporation, its affiliates, and any person acting on its or their behalf (other than reasonably believes that the Underwriterpurchaser is outside the United States, any not a U.S. Selling Group Member Person and any not acting for the account or benefit of a person acting on their behalf, as to whom no representation, warranty, covenant in the United States or agreement is made) have complied and will comply with the requirements for an Offshore Transaction in respect of such Offered Securitiesa U.S. Person. 79. With As of the Closing Date, with respect to the offer and sale of the Regulation D Offering, if anySecurities, none of the Corporation, any of its predecessors, any affiliated “affiliated” (as such term is defined in Rule 501(b) of Regulation D) issuer, any director, executive officer, officer or any other officer of the Corporation participating in the offering of the Regulation D OfferingSecurities, any beneficial owner (as that term is defined in Rule 13d-3 under the U.S. Securities Act) of 20% or more of the Corporation’s outstanding voting equity securities, calculated on the basis of voting power, and or any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity at the time of sale of the Regulation D Securities (each, an “Issuer other than any Dealer Covered Person” and, together, “Issuer Covered Persons”as to whom no representation is made) is subject to any Disqualification Event. 10. As of the Closing Date, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D that, if contemplated by Rule 506(e) of Regulation D, is described in the U.S. Memorandum and the Corporation is not aware of any person (other than any Issuer Dealer Covered Person or any Underwriter Covered Person Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities. In connection with the private placement to, or for the account or benefit of, persons in the United States and U.S. Persons of the Offered Units of Titan Medical Inc. (the “Corporation”) pursuant to the agency agreement dated June 26, 2017 by and between the Corporation and the Agent (the “Agreement”), the undersigned do hereby certify as follows: 1. ● (the “U.S. Selling Group Member”) was on the date of each offer or and sale of Offered Units pursuant to Regulation D. The Corporation will notify the Underwriter in writingUnits, prior to each Closing Date, of (i) any Disqualification Event relating to any Issuer Covered Person Unit Shares and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person. 8. None of the Corporation, its affiliates (as defined in Rule 405 under the U.S. Securities Act) or any person acting on its or their behalf (except for the Underwriter, the U.S. Selling Group Members and any person acting on their behalf, as to whom no representation, warranty or covenant is made) has engaged in or will engage in any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act or any action which would constitute a violation of Regulation M under the U.S. Exchange Act with respect to offers or sales of the Offered Securities Warrants in the United States or to, or for the account or benefit of, U.S. Persons. 9. The Corporation will, within the prescribed time periods after the first sale of the Offered Securities persons in the United States or to, or for the account or benefit of, U.S. Persons, prepare and file any forms or notices required under the U.S. Securities Act or any state securities laws in connection with the sale of the Offered Securities, including but not limited to filing Form D, if applicable, with the SEC. 10. Except with respect to the offer and sale of the Offered Securities offered under this Agreement, the Corporation has not, within six months before the commencement of the offer and sale of the Offered Securities, and will not within six months after the Closing Date, offer or sell any securities in a manner that would be integrated with the offer and sale of the Offered Securities and would cause the exemption from registration pursuant to Rule 506(b) of Regulation D or Section 4(a)(2) of the U.S. Securities Act or the exclusion from registration set forth in Rule 903 of Regulation S to become unavailable with respect to the offer and sale of the Offered Securities. In connection with the private placement in the United States of units of Titan Medical Inc. (the “Corporation”) pursuant to the Underwriting Agreement dated February 8, 2021 among the Corporation and Xxxxx Xxxxxx Securities Inc. (the “Underwriter”), each of the undersigned does hereby certify as follows with respect to its activities: (i) the undersigned U.S. Selling Group Member who offered Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons is on the date hereof and was on the date of each offer and subsequent sale by the Corporation of such Offered Securities in the United States or tohereof, or for the account or benefit of, U.S. Persons a duly registered as a broker or broker-dealer with the United States Securities and Exchange Commission under the U.S. Exchange Act of 1934 (the “U.S. Exchange Act”) and under the securities laws of each state in which such offer or sale is offers and sales were made (unless exempted from the respective state’s broker-broker- dealer registration requirements) and a member of of, and in good standing with with, the Financial Industry Regulatory Authority, Inc.; (ii) all offers and sales of Offered Securities in the United States or to, or for the account or benefit of, U.S. Persons were effected by or only through the U.S. Selling Group Member or pursuant to Rule 15a-6 under the U.S. Exchange Act and have been effected in accordance with all applicable U.S. federal and state broker-dealer requirements; (iii) each offeree of Offered Securities that is in the United States, that is a U.S. Person or that is acting for the account or benefit of a U.S. Person, was provided with a copy of the U.S. Memorandum and no other written material was used in connection with the offer and sale of Offered Securities in the United States; (iv) immediately prior to making each offer to offerees of Offered Securities that are in the United States, that are U.S. Persons or that are acting for the account or benefit of U.S. Persons, we had reasonable grounds to believe and did reasonably believe that each such offeree was an IAI and/or QIB, and, on the date hereof, we continue to reasonably believe that each person offered Offered Securities in the United States or that is, or is acting for the account or benefit of, a U.S. Person is an IAI and/or QIB; (v) we obtained from each Purchaser in the United States, U.S. Person and purchaser acting for the account or benefit of a U.S. Person, an executed QIB Letter or AI Certificate, as applicable, and we have delivered the same to the Corporation; (vi) no form of General Solicitation or General Advertising was used by us in connection with the offer of the Offered Securities in the United States; (vii) there were no Directed Selling Efforts with respect to the Offered Securities; (viii) neither we nor any of the U.S. Selling Group Members have taken or will take any action which would constitute a violation of Regulation M of the U.S. Exchange Act in connection with the offer or sale of the Offered Securities; (ix) no Underwriter Covered Person is subject to a Disqualifications Event; and