S-8

As filed with the U.S. Securities and Exchange Commission on December 17, 2020

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Absolute Software Corporation

(Exact name of Registrant as specified in its charter)

British Columbia, Canada	Not Applicable
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)

Suite 1400

Four Bentall Centre, 1055 Dunsmuir Street

Vancouver, British Columbia

V7X 1K8 Canada

(604) 730-9851

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Absolute Software Corporation 2019 Employee Share Ownership Plan

Absolute Software Corporation Performance and Restricted Unit Plan

Absolute Software Corporation 2000 Share Option Plan

(Full title of the plans)

C T Corporation System

28 Liberty Street

New York, New York 10005

(212) 894-8940

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

John T. McKenna Jon C. Avina Cooley LLP 3175 Hanover Street Palo Alto, CA 94304 U.S.A. (650) 843-5000 Steven Gatoff Maninder Malli Absolute Software Corporation Suite 1400 Four Bentall Centre 1055 Dunsmuir Street Vancouver, British Columbia V7X 1K8 Canada (604) 730-9851 Andrew McLeod Kyle Misewich Blake, Cassels & Graydon LLP Suite 2600 595 Burrard Street Vancouver, British Columbia V7X 1L3 Canada (604) 631-3300

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☑

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)(2)	Proposed Maximum Offering Price per Share(3)	Proposed Maximum Aggregate Offering Price(3)	Amount of Registration Fee
Common Shares, no par value per share	5,895,214	$6.18 - $10.84	$60,549,105	$6,606

(1) Represents common shares, without par value (the “Common Shares”), of Absolute Software Corporation (the “Registrant”) that are issuable under the Absolute Software Corporation 2019 Employee Share Ownership Plan (the “Share Ownership Plan”), upon the redemption of performance share units and restricted share units under the Absolute Software Corporation Performance and Restricted Unit Plan (the “PSU/RSU Plan”) and upon the exercise of stock options granted under the Absolute Software Corporation 2000 Share Option Plan (the “Share Option Plan” and together with the Share Ownership Plan and the PSU/RSU Plan, the “Plans”), together with an additional 1,910,696 Common Shares reserved for future issuance, including pursuant to future grants of stock options, performance share units and restricted share units, under the Plans.

(2) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional Common Shares that become issuable under the Plans as set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of the Registrant’s Common Shares, as applicable.

(3) Estimated in accordance with Rule 457(c) and Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of (a) $6.18, the weighted-average exercise price for outstanding options granted pursuant to the Registrant’s Share Option Plan and translated from Canadian dollars into United States dollars at the December 15, 2020 average exchange rate of the Bank of Canada being U.S. $1.00 = C$1.2722, and (b) $10.84, the average of the high and low prices of the Registrant’s Common Shares as reported on the Nasdaq Global Select Market on December 15, 2020, with respect to the shares to be registered pursuant to the Registrant’s Plans.

Securities	Number of Shares of Common Shares			Offering Price Per Share			Aggregate Offering Price/Registration Fee
Shares issuable under the Share Ownership Plan		319,492	(1)	$	10.84	(3)(b)	$	3,461,696
Shares issuable under the PSU/RSU Plan		2,950,899	(1)	$	10.84	(3)(b)	$	31,972,992
Shares issuable upon the exercise of outstanding options granted under the Share Option Plan		714,127	(1)	$	6.18	(3)(a)	$	4,412,025
Shares reserved for future grant under the Plans		1,910,696	(1)	$	10.84	(3)(b)	$	20,702,392
Proposed Maximum Aggregate Offering Price:							$	60,549,105
Registration Fee:							$	6,606

Explanatory Note

The Registrant’s Common Shares trade on both the Toronto Stock Exchange and the Nasdaq Global Select Market. In connection with the October 28, 2020 listing of the Common Shares on the Nasdaq Global Select Market, the Registrant is now filing this Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission for the purpose of registering 5,895,214 Common Shares issuable to eligible persons under its pre-existing employee benefit plans.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

* The documents containing the information specified in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information” of Form S-8 will be sent or given to participants of the Plans, as specified by Rule 428(b)(1) under the Securities Act. Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “SEC”) either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

The following documents filed by the Registrant with the SEC are incorporated by reference into this Registration Statement:

1. The final prospectus supplement to our Registration Statement on Form F-10, as amended (File No. 333-249661), as filed with the SEC on October 29, 2020.

2. All other reports filed by us under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since June 30, 2020 and prior to the date of this Registration Statement.

3. The description of our Common Shares contained in our registration statement on Form 8-A, as filed with the SEC on October 26, 2020, including any amendment or report filed for the purpose of amending such description.

In addition, all reports and documents filed by us under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities being offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in and to be part of this Registration Statement from the date of filing of each such document, provided that reports on Form 6-K shall be so deemed incorporated by reference only if and to the extent indicated in such reports.

Item 4. Description of Securities.

The Registrant’s Common Shares are registered under Section 12(b) of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Under the Business Corporations Act (British Columbia) (the “BCBCA”), the Registrant may indemnify a present or former director or officer of the Registrant or another individual who acts or acted at the Registrant’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Registrant or other entity. The Registrant may not indemnify such an individual unless the individual acted honestly and in good faith with a view to the best interests of the Registrant, or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the Registrant’s request and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful. With approval of a court and subject to the sentence above, the Registrant may indemnify such individuals in respect of an action by or on behalf of the Registrant or other entity to procure a judgment in its favor, to which the individual is made a party because of the individual’s association with the Registrant or other entity as described above. The Registrant may advance moneys to an individual described above for the costs, charges and expenses of a proceeding described above; however, the individual shall repay the moneys if the individual does not fulfill the conditions set out above in the second sentence under this heading. The aforementioned individuals are entitled to indemnification from the Registrant in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which the individual’s association with the Registrant or other entity as described above if the individual was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual described above ought to have done provided the individual fulfills the conditions set out above in the second sentence under this heading.

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The Articles of the Registrant provide that the Registrant shall, unless the board of directors of the Registrant shall otherwise determine in any particular case, indemnify a director or officer of the Registrant, a former director or officer of the Registrant, or another individual who acts or acted at the Registrant’s request as a director or officer or an individual acting in a similar capacity, of another entity to the maximum extent not prohibited by the BCBCA. The Articles of the Registrant provide that the Registrant may purchase and maintain such insurance for the benefit of an individual referred to in this paragraph against any liability incurred by the individual, in the individual’s capacity set forth in this paragraph.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number	Description
4.1*	Articles of Absolute Software Corporation, as currently in effect.
5.1*	Opinion of Blake, Cassels & Graydon LLP
23.1*	Consent of Blake, Cassels & Graydon LLP (included in Exhibit 5.1)
23.2*	Consent of Deloitte LLP.
24.1*	Power of Attorney (included on the signature page of this Form S-8).
99.1*	2019 Employee Share Ownership Plan of Absolute Software Corporation
99.2*	Absolute Software Corporation Performance and Restricted Unit Plan
99.3*	Absolute Software Corporation 2000 Share Option Plan

* Filed herewith

Item 9. Undertakings.

The undersigned Registrant hereby undertakes, except as otherwise specifically provided in the rules of the SEC promulgated under the Securities Act:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

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(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in this Registration Statement;

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

2. That, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Vancouver, Province of British Columbia, Canada, on this 17th day of December.

ABSOLUTE SOFTWARE CORPORATION
By:	/s/ Steven Gatoff
	Steven Gatoff
	Chief Financial Officer

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POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Christy Wyatt and Steven Gatoff, and each of them, either of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and registration statements filed pursuant to Rule 429 under the Securities Act of 1933, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Christy Wyatt	President, Chief Executive Officer and Director	December 17, 2020
Christy Wyatt	(Principal Executive Officer)
/s/ Steven Gatoff	Chief Financial Officer	December 17, 2020
Steven Gatoff	(Principal Financial Officer and Principal Accounting Officer)
/s/ Daniel Ryan	Chairman of the Board	December 17, 2020
Daniel Ryan
/s/ Lynn Atchison	Director	December 17, 2020
Lynn Atchison
/s/ Gregory Monahan	Director	December 17, 2020
Gregory Monahan
/s/ Sal Visca	Director	December 17, 2020
Sal Visca
/s/ Gerhard Watzinger	Director	December 17, 2020
Gerhard Watzinger

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AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative of Absolute Software Corporation in the United States, on the 17th day of December, 2020.

PUGLISI & ASSOCIATES
By:	/s/ Donald J. Puglisi
Name:	Donald J. Puglisi
Title:	Managing Director

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EX-4.1

Exhibit 4.1

TABLE OF CONTENTS

BUSINESS CORPORATIONS ACT

ARTICLES

of

ABSOLUTE SOFTWARE CORPORATION

		Page
ARTICLE 1
INTERPRETATION
1.1	Definitions		7
1.2	Business Corporations Act and Interpretation Act Definitions Applicable		7
ARTICLE 2
SHARES AND SHARE CERTIFICATES
2.1	Authorized Share Structure		7
2.2	Form of Share Certificate		8
2.3	Shareholder Entitled to Certificate or Acknowledgement		8
2.4	Delivery by Mail		8
2.5	Replacement of Worn Out or Defaced Certificate or Acknowledgement		8
2.6	Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgement		8
2.7	Splitting Share Certificates		8
2.8	Certificate Fee		9
2.9	Recognition of Trusts		9
ARTICLE 3
ISSUE OF SHARES
3.1	Directors Authorized		9
3.2	Commissions and Discounts		9
3.3	Brokerage		9
3.4	Conditions of Issue		9
3.5	Share Purchase Warrants and Rights		9
ARTICLE 4
SHARE REGISTERS
4.1	Central Securities Register		10
4.2	Closing Register		10
ARTICLE 5
SHARE TRANSFERS
5.1	Registering Transfers		10
5.2	Form of Instrument of Transfer		10
5.3	Transferor Remains Shareholder		10
5.4	Signing of Instrument of Transfer		10

- ii -

5.5	Enquiry as to Title Not Required	11
5.6	Transfer Fee	11
ARTICLE 6
TRANSMISSION OF SHARES
6.1	Legal Personal Representative Recognized on Death	11
6.2	Rights of Legal Personal Representative	11
ARTICLE 7
PURCHASE OF SHARES
7.1	Company Authorized to Purchase Shares	11
7.2	Purchase When Insolvent	12
7.3	Sale and Voting of Purchased Shares	12
ARTICLE 8
BORROWING POWERS
8.1	Borrowing Powers	12
ARTICLE 9
ALTERATIONS
9.1	Alteration of Authorized Share Structure	12
9.2	Special Rights and Restrictions	13
9.3	Change of Name	13
9.4	Other Alterations	13
ARTICLE 10
MEETINGS OF SHAREHOLDERS
10.1	Annual General Meetings	13
10.2	Resolution Instead of Annual General Meeting	14
10.3	Calling of Meetings of Shareholders	14
10.4	Notice for Meetings of Shareholders	14
10.5	Record Date for Notice	14
10.6	Record Date for Voting	14
10.7	Failure to Give Notice and Waiver of Notice	14
10.8	Notice of Special Business at Meetings of Shareholders	15
10.8	Class Meetings and Series Meetings of Shareholders	15
ARTICLE 11
PROCEEDINGS AT MEETINGS OF SHAREHOLDERS
11.1	Special Business	15
11.2	Special Majority	16
11.3	Quorum	16
11.4	One Shareholder May Constitute Quorum	16
11.5	Other Persons May Attend	16
11.6	Requirement of Quorum	16
11.7	Lack of Quorum	16
11.8	Lack of Quorum at Succeeding Meeting	17

- iii -

11.9	Chair	17
11.10	Selection of Alternate Chair	17
11.11	Adjournments	17
11.12	Notice of Adjourned Meeting	17
11.13	Decision by Show of Hands or Poll	17
11.14	Declaration of Result	17
11.16	Casting Vote	18
11.17	Manner of Taking Poll	18
11.18	Demand for Poll on Adjournment	18
11.19	Chair Must Resolve Dispute	18
11.20	Casting of Votes	18
11.21	Demand for Poll	18
11.22	Demand for Poll Not to Prevent Continuance of Meeting	18
11.23	Retention of Ballots and Proxies	18
11.24	Meeting by Telephone or Other Communications Medium	18
ARTICLE 12
VOTES OF SHAREHOLDERS
12.1	Number of Votes by Shareholder or by Shares	19
12.2	Votes of Persons in Representative Capacity	19
12.3	Votes by Joint Holders	19
12.4	Legal Personal Representatives as Joint Shareholders	19
12.5	Representative of a Corporate Shareholder	19
12.6	Proxy Provisions Do Not Apply to All Companies	20
12.7	Appointment of Proxy Holders	20
12.8	Alternate Proxy Holders	20
12.9	When Proxy Holder Need Not Be Shareholder	20
12.10	Deposit of Proxy	21
12.11	Validity of Proxy Vote	21
12.12	Form of Proxy	21
12.13	Revocation of Proxy	22
12.14	Revocation of Proxy Must Be Signed	22
12.15	Chair May Determine Validity of Proxy	22
12.16	Production of Evidence of Authority to Vote	22
ARTICLE 13
DIRECTORS
13.1	First Directors; Number of Directors	23
13.2	Change in Number of Directors	23
13.3	Directors’ Acts Valid Despite Vacancy	23
13.4	Qualifications of Directors	23
13.5	Remuneration of Directors	23

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13.6	Reimbursement of Expenses of Directors	23
13.7	Special Remuneration for Directors	23
13.8	Gratuity, Pension or Allowance on Retirement of Director	24
ARTICLE 14
ELECTION AND REMOVAL OF DIRECTORS
14.1	Election at Annual General Meeting	24
14.2	Consent to be a Director	24
14.3	Failure to Elect or Appoint Directors	24
14.4	Places of Retiring Directors Not Filled	24
14.5	Directors May Fill Casual Vacancies	25
14.6	Remaining Directors Power to Act	25
14.7	Shareholders May Fill Vacancies	25
14.8	Additional Directors	25
14.9	Ceasing to be a Director	25
14.10	Removal of Director by Shareholders	25
14.11	Removal of Director by Directors	26
ARTICLE 15
POWERS AND DUTIES OF DIRECTORS
15.1	Powers of Management	26
15.2	Appointment of Attorney of Company	26
ARTICLE 16
DISCLOSURE OF INTEREST OF DIRECTORS
16.1	Obligation to Account for Profits	26
16.2	Restrictions on Voting by Reason of Interest	26
16.3	Interested Director Counted in Quorum	26
16.4	Disclosure of Conflict of Interest or Property	27
16.5	Director Holding Other Office in the Company	27
16.6	No Disqualification	27
16.7	Professional Services by Director or Officer	27
16.8	Director or Officer in Other Corporations	27
ARTICLE 17
PROCEEDINGS OF DIRECTORS
17.1	Meetings of Directors	27
17.2	Voting at Meetings	27
17.3	Chair of Meetings	27
17.4	Meetings by Telephone or Other Communications Medium	28
17.5	Calling of Meetings	28
17.6	Notice of Meetings	28
17.7	When Notice Not Required	28
17.8	Meeting Valid Despite Failure to Give Notice	28

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17.9	Waiver of Notice of Meetings	29
17.10	Quorum	29
17.11	Validity of Acts Where Appointment Defective	29
17.12	Consent Resolutions in Writing	29
ARTICLE 18
EXECUTIVE AND OTHER COMMITTEES
18.1	Appointment and Powers of Executive Committee	29
18.2	Appointment and Powers of Other Committees	30
18.3	Obligations of Committees	30
18.4	Powers of Board	30
18.5	Committee Meetings	30
ARTICLE 19
OFFICERS
19.1	Directors May Appoint Officers	31
19.2	Functions, Duties and Powers of Officers	31
19.3	Qualifications	31
19.4	Remuneration and Terms of Appointment	31
ARTICLE 20
INDEMNIFICATION
20.1	Definitions	32
20.2	Mandatory Indemnification of Directors and Former Directors	32
20.3	Indemnification of Other Persons	32
20.4	Non-Compliance with Business Corporations Act	32
20.5	Company May Purchase Insurance	32
ARTICLE 21
DIVIDENDS
21.1	Payment of Dividends Subject to Special Rights	33
21.2	Declaration of Dividends	33
21.4	Record Date	33
21.5	Manner of Paying Dividend	33
21.6	Settlement of Difficulties	33
21.7	When Dividend Payable	33
21.8	Dividends to be Paid in Accordance with Number of Shares	33
21.9	Receipt by Joint Shareholders	33
21.10	Dividend Bears No Interest	34
21.11	Fractional Dividends	34
21.12	Payment of Dividends	34
21.13	Capitalization of Surplus	34
21.14	Unclaimed Dividends	34

- vi -

ARTICLE 22
DOCUMENTS, RECORDS AND REPORTS
22.1	Recording of Financial Affairs	34
22.2	Inspection of Accounting Records	34
ARTICLE 23
NOTICES
23.1	Method of Giving Notice	34
23.2	Deemed Receipt	35
23.3	Certificate of Sending	36
23.4	Notice to Joint Shareholders	36
23.5	Notice to Trustees	36
23.6	Undelivered Notices	36
ARTICLE 24
SEAL AND EXECUTION OF DOCUMENTS
24.1	Who May Attest Seal	36
24.2	Sealing Copies	37
24.3	Mechanical Reproduction of Seal	37
24.4	Execution of Documents Generally	37
ARTICLE 25
PROHIBITIONS
25.1	Definitions	37
25.2	Application	38
25.3	Consent Required for Transfer of Shares or Designated Securities	38

- 7 -

Certificate of Incorporation No. BC0458780

BUSINESS CORPORATIONS ACT

ARTICLES

of

ABSOLUTE SOFTWARE CORPORATION

ARTICLE 1

INTERPRETATION

1.1    Definitions. In these Articles (the “Articles”), unless the context otherwise requires:

“board of directors”, “directors” and “board” mean the directors or sole director of the Company for the time being;

“Business Corporations Act” means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

“Interpretation Act” means the Interpretation Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

“legal personal representative” means the personal or other legal representative of a shareholder;

“registered address” of a shareholder means the shareholder’s address as recorded in the central securities register;

“seal” means the seal of the Company, if any; and

“Securities Act” means the Securities Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to the Act;

1.2    Business Corporations Act and Interpretation Act Definitions Applicable. The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to these Articles as if they were an enactment. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict between these Articles and the Business Corporations Act, the Business Corporations Act will prevail.

ARTICLE 2

SHARES AND SHARE CERTIFICATES

2.1    Authorized Share Structure. The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.

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2.2    Form of Share Certificate. Each share certificate issued by the Company must comply with, and be signed as required by, the Business Corporations Act.

2.3    Shareholder Entitled to Certificate or Acknowledgement. Unless the shares of which the shareholder is the registered owner are uncertificated shares within the meaning of the Business Corporations Act, each shareholder is entitled, without charge, to (a) one share certificate representing the shares of each class or series of shares registered in the shareholder’s name or (b) a non-transferable written acknowledgement of the shareholder’s right to obtain such a share certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate and delivery of a share certificate for a share to one of several joint shareholders or to one of the shareholders’ duly authorized agents will be sufficient delivery to all.

2.4    Delivery by Mail. Any share certificate or non-transferable written acknowledgement of a shareholder’s right to obtain a share certificate may be sent to the shareholder by mail at the shareholder’s registered address and neither the Company nor any director, officer or agent of the Company (including the Company’s transfer agent or legal counsel) is liable for any loss to the shareholder because the share certificate or acknowledgement is lost in the mail or stolen.

2.5    Replacement of Worn Out or Defaced Certificate or Acknowledgement. If the directors are satisfied that a share certificate or a non-transferable written acknowledgement of the shareholder’s right to obtain a share certificate is worn out or defaced, they must, on production to them of the share certificate or acknowledgement, as the case may be, and on such other terms, if any, as they think fit:

(a) order the share certificate or acknowledgement, as the case may be, to be cancelled; and

(b) issue a replacement share certificate or acknowledgement, as the case may be.

2.6    Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgement. If a share certificate or a non-transferable written acknowledgement of a shareholder’s right to obtain a share certificate is lost, stolen or destroyed, a replacement share certificate or acknowledgement, as the case may be, must be issued to the person entitled to that share certificate or acknowledgement, as the case may be, if the directors receive:

(a) proof satisfactory to them that the share certificate or acknowledgement is lost, stolen or destroyed; and

(b) any indemnity the directors consider adequate.

2.7    Splitting Share Certificates. If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder’s name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

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2.8    Certificate Fee. There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.7, the amount, if any and which must not exceed the amount prescribed under the Business Corporations Act, determined by the directors.

2.9    Recognition of Trusts. Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as by law or statute or these Articles provided or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.

ARTICLE 3

ISSUE OF SHARES

3.1    Directors Authorized. Subject to the Business Corporations Act and the rights of the holders of issued shares of the Company, the Company may issue, allot, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.

3.2    Commissions and Discounts. The Company may at any time, pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.

3.3    Brokerage. The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

3.4    Conditions of Issue. Except as provided for by the Business Corporations Act, no share may be issued until it is fully paid. A share is fully paid when:

(a) consideration is provided to the Company for the issue of the share by one or more of the following:

(i) past services performed for the Company;

(ii) property;

(iii) money; and

(b) the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1.

3.5    Share Purchase Warrants and Rights. Subject to the Business Corporations Act, the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

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ARTICLE 4

SHARE REGISTERS

4.1    Central Securities Register. As required by and subject to the Business Corporations Act, the Company must maintain in British Columbia a central securities register. The directors may, subject to the Business Corporations Act, appoint an agent to maintain the central securities register. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.

4.2    Closing Register. The Company must not at any time close its central securities register.

ARTICLE 5

SHARE TRANSFERS

5.1    Registering Transfers. A transfer of a share of the Company must not be registered unless:

(a) a duly signed instrument of transfer in respect of the share has been received by the Company;

(b) if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate has been surrendered to the Company; and

(c) if a non-transferable written acknowledgement of the shareholder’s right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgement has been surrendered to the Company.

5.2    Form of Instrument of Transfer. The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company’s share certificates or in any other form that may be approved by the directors from time to time.

5.3    Transferor Remains Shareholder. Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

5.4    Signing of Instrument of Transfer. If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified, all the shares represented by the share certificates or set out in the written acknowledgements deposited with the instrument of transfer:

(a) in the name of the person named as transferee in that instrument of transfer; or

(b) if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.

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5.5    Enquiry as to Title Not Required. Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgement of a right to obtain a share certificate for such shares.

5.6    Transfer Fee. There must be paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors.

ARTICLE 6

TRANSMISSION OF SHARES

6.1    Legal Personal Representative Recognized on Death. In case of the death of a shareholder, the legal personal representative, or if the shareholder was a joint holder, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder’s interest in the shares. Before recognizing a person as a legal personal representative, the directors may require proof of appointment by a court of competent jurisdiction, a grant of letters probate, letters of administration or such other evidence or documents as the directors consider appropriate.

6.2    Rights of Legal Personal Representative. The legal personal representative has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, provided the documents required by the Business Corporations Act and the directors have been deposited with the Company.

ARTICLE 7

PURCHASE OF SHARES

7.1    Company Authorized to Purchase Shares. Subject to Article 7.2, the special rights and restrictions attached to the shares of any class or series and the Business Corporations Act, the Company may, if authorized by the directors, purchase or otherwise acquire any of its shares at the price and upon the terms determined by the directors.

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7.2    Purchase When Insolvent. The Company must not make a payment or provide any other consideration to purchase or otherwise acquire any of its shares if there are reasonable grounds for believing that:

(a) the Company is insolvent; or

(b) making the payment or providing the consideration would render the Company insolvent.

7.3    Sale and Voting of Purchased Shares. If the Company retains a share redeemed, purchased or otherwise acquired by it, the Company may cancel, sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:

(a) is not entitled to vote the share at a meeting of its shareholders;

(b) must not pay a dividend in respect of the share; and

(c) must not make any other distribution in respect of the share.

ARTICLE 8

BORROWING POWERS

8.1    Borrowing Powers. The Company, if authorized by the directors, may:

(a) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that the directors consider appropriate;

(b) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate;

(c) guarantee the repayment of money by any other person or the performance of any obligation of any other person; and

(d) mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

ARTICLE 9

ALTERATIONS

9.1    Alteration of Authorized Share Structure. Subject to Article 9.2 and the Business Corporations Act, and the special rights and restrictions attached to the shares of any class or series, the Company may by special resolution:

(a) create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares;

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(b) increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;

(c) subdivide or consolidate all or any of its unissued, or fully paid issued, shares;

(d) if the Company is authorized to issue shares of a class of shares with par value:

(i) decrease the par value of those shares; or

(ii) if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;

(e) change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value;

(f) alter the identifying name of any of its shares; or

(g) otherwise alter its shares or authorized share structure when required or permitted to do so by the Business Corporations Act.

9.2    Special Rights and Restrictions. Subject to the Business Corporations Act and the special rights and restrictions attached to the shares of any class or series, the Company may by special resolution:

(a) create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or

(b) vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether or not any or all of those shares have been issued.

9.3    Change of Name. The Company may by special resolution authorize an alteration of its Notice of Articles in order to change its name.

9.4    Other Alterations. If the Business Corporations Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by special resolution alter these Articles.

ARTICLE 10

MEETINGS OF SHAREHOLDERS

10.1    Annual General Meetings. Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act, the Company must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors.

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10.2    Resolution Instead of Annual General Meeting. If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution under the Business Corporations Act to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.2, select as the Company’s annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

10.3    Calling of Meetings of Shareholders. The directors may, whenever they think fit, call a meeting of shareholders, which meetings may be held in or outside of the Province of British Columbia or at any place in or outside Canada.

10.4    Notice for Meetings of Shareholders. The Company must send notice of the date, time and location of any meeting of shareholders, in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:

(a) if and for so long as the Company is a public company, 21 days;

(b) otherwise, 10 days.

10.5    Record Date for Notice. The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. The record date must not precede the date on which the meeting is held by fewer than:

(a) if and for so long as the Company is a public company, 21 days;

(b) otherwise, 10 days.

If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.6    Record Date for Voting. The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.7    Failure to Give Notice and Waiver of Notice. The accidental omission to send notice of any meeting to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice of such meeting.

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10.8    Notice of Special Business at Meetings of Shareholders. If a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting must:

(a) state the general nature of the special business; and

(b) if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders:

(i) at the Company’s records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and

(ii) during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

10.9    Class Meetings and Series Meetings of Shareholders. Unless otherwise specified in these Articles, the provisions of these Articles relating to a meeting of shareholders will apply, with the necessary changes and so far as they are applicable, to a class meeting or a series meeting of shareholders holding a particular class or series of shares.

ARTICLE 11

PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

11.1    Special Business. At a meeting of shareholders, the following business is special business:

(a) at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;

(b) at an annual general meeting, all business is special business except for the following:

(i) business relating to the conduct of or voting at the meeting;

(ii) consideration of any financial statements of the Company presented to the meeting;

(iii) consideration of any reports of the directors or auditor;

(iv) the setting or changing of the number of directors;

(v) the election or appointment of directors;

(vi) the appointment of an auditor;

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(vii) the setting of the remuneration of an auditor;

(viii) business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution;

(ix) any other business which, under these Articles or the Business Corporations Act, may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.

11.2    Special Majority. The majority of votes required for the Company to pass a special resolution at a meeting of shareholders is two-thirds of the votes cast on the resolution.

11.3    Quorum. Subject to the special rights and restrictions attached to the shares of any class or series of shares and Article 11.4, the quorum for the transaction of business at a meeting of shareholders is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold shares to which are attached at least 25% of the votes attached to all of the issued shares of the Company entitled to be voted at the meeting.

11.4    One Shareholder May Constitute Quorum. If there is only one shareholder entitled to vote at a meeting of shareholders:

(a) the quorum is one person who is, or who represents by proxy, that shareholder, and

(b) that shareholder, present in person or by proxy, may constitute the meeting.

11.5    Other Persons May Attend. In addition to those persons who are entitled to vote at a meeting of the shareholders, the only other persons entitled to be present at the meeting are the directors, the officers, any lawyer for the Company, the auditor of the Company, any other persons invited by the directors and any persons entitled or required under the Business Corporations Act or these Articles to be present at a meeting of shareholders, but if any of those persons does attend a meeting of shareholders, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting.

11.6    Requirement of Quorum. No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting.

11.7    Lack of Quorum. If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

(a) in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and

(b) in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place.

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11.8    Lack of Quorum at Succeeding Meeting. If, at the meeting to which the meeting referred to in Article 11.7(b) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum.

11.9    Chair. The following individual is entitled to preside as chair at a meeting of shareholders:

(a) the chair of the board, if any; or

(b) if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.

11.10    Selection of Alternate Chair. If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act as chair of the meeting, or if the chair of the board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present must choose one of their number to be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose or if no director is present, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.

11.11    Adjournments. The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

11.12    Notice of Adjourned Meeting. It is not necessary to give any notice of an adjourned meeting of shareholders or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

11.13    Decision by Show of Hands or Poll. Subject to the Business Corporations Act, every motion put to a vote at a meeting of shareholders will be decided on a show of hands, or the functional equivalent of a show of hands by means of electronic, telephonic or other communications facility unless a poll, before or on the declaration of the result of the vote by show of hands or the functional equivalent of a show of hands, is directed by the chair or demanded by at least one shareholder entitled to vote who is present in person or by proxy.

11.14    Declaration of Result. The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands (or the functional equivalent) or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under Article 11.13, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

11.15    [INTENTIONALLY DELETED]

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11.16    Casting Vote. In the case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

11.17    Manner of Taking Poll. Subject to Article 11.18, if a poll is duly demanded at a meeting of shareholders:

(a) the poll must be taken:

(i) at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and

(ii) in the manner, at the time and at the place that the chair of the meeting directs;

(b) the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and

(c) the demand for the poll may be withdrawn by the person who demanded it.

11.18    Demand for Poll on Adjournment. A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.

11.19    Chair Must Resolve Dispute. In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and his or her determination made in good faith is final and conclusive.

11.20    Casting of Votes. On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.

11.21    Demand for Poll. No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.

11.22    Demand for Poll Not to Prevent Continuance of Meeting. The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded.

11.23    Retention of Ballots and Proxies. The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and, during that period, make them available for inspection during normal business hours by any shareholder or proxy holder entitled to vote at the meeting. At the end of such three month period, the Company may destroy such ballots and proxies.

11.24    Meeting by Telephone or Other Communications Medium. Shareholder meetings may be held in person or, if the directors so determine, may be held entirely or partially by means of telephonic, electronic or other communication facilities that permit all participants at the meeting to communication with each other during the meeting. A shareholder or proxy holder who participates in a meeting in a manner contemplated by this Article 11.24 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.

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ARTICLE 12

VOTES OF SHAREHOLDERS

12.1    Number of Votes by Shareholder or by Shares. Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under Article 12.3:

(a) on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and

(b) on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.

12.2    Votes of Persons in Representative Capacity. A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.

12.3    Votes by Joint Holders. If there are joint shareholders registered in respect of any share:

(a) any one of the joint shareholders may vote at any meeting of shareholders, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or

(b) if more than one of the joint shareholders is present at any meeting of shareholders, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.

12.4    Legal Personal Representatives as Joint Shareholders. Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders.

12.5    Representative of a Corporate Shareholder. If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:

(a) for that purpose, the instrument appointing a representative must:

(i) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting; or

(ii) be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting;

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(b) if a representative is appointed under this Article 12.5:

(i) the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and

(ii) the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

Evidence of the appointment of any such representative may be sent to the Company or its transfer agent by written instrument, fax or any other method of transmitting legibly recorded messages.

12.6    Proxy Provisions Do Not Apply to All Companies. Articles 12.7 to 12.16 do not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

12.7    Appointment of Proxy Holders. Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders of the Company may, by proxy, appoint one or more (but not more than five) proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.

12.8    Alternate Proxy Holders. A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.

12.9    When Proxy Holder Need Not Be Shareholder. A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if:

(a) the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5;

(b) the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or

(c) the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting.

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12.10    Deposit of Proxy. A proxy for a meeting of shareholders must:

(a) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting;

(b) unless the notice provides otherwise, be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting; or

(c) be received in any other manner determined by the board or the chair of the meeting.

A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages or by using such available internet or telephone voting services as may be approved by the directors.

12.11    Validity of Proxy Vote. A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:

(a) at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or

(b) at the meeting by the chair of the meeting, before any vote in respect of which the proxy has been given has been taken.

12.12    Form of Proxy. A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:

Absolute Software Corporation

(the “Company”)

The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name], as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment or postponement of that meeting.

Number of shares in respect of which this proxy is given (if no number is specified, then this proxy if given in respect of all shares registered in the name of the shareholder): _______________.

Signed this ______ day of __________, _____.

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_____________________________________________

(Signature of shareholder)

_____________________________________________

(Name of shareholder – printed)

12.13    Revocation of Proxy. Subject to Article 12.14, every proxy may be revoked by an instrument in writing that is:

(a) received at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or

(b) provided, at the meeting, to the chair of the meeting before any vote in respect of which the proxy has been given has been taken.

12.14    Revocation of Proxy Must Be Signed. An instrument referred to in Article 12.13 must be signed as follows:

(a) if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy;

(b) if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5.

12.15    Chair May Determine Validity of Proxy. The chair of any meeting of shareholders may determine whether or not a proxy deposited for use at the meeting, which may not strictly comply with the requirements of this Article 12 as to form, execution, accompanying documentation, time of filing or otherwise, shall be valid for use at the meeting, and any such determination made in good faith shall be final, conclusive and binding upon the meeting.

12.16    Production of Evidence of Authority to Vote. The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

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ARTICLE 13

DIRECTORS

13.1    First Directors; Number of Directors. The number of directors, excluding additional directors appointed under Article 14.8, is set at:

(a) if the Company is a public company, the greater of three and the most recently set of:

(i) the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and

(ii) the number of directors set under Article 14.4;

(b) if the Company is not a public company, the most recently set of:

(i) the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and

(ii) the number of directors set under Article 14.4.

13.2    Change in Number of Directors. If the number of directors is set under Articles 13.1(a)(i) or 13.1(b)(i):

(a) the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number;

(b) if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number contemporaneously with the setting of that number, then the directors may appoint, or the shareholders may elect or appoint, directors to fill those vacancies.

13.3    Directors’ Acts Valid Despite Vacancy. An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.

13.4    Qualifications of Directors. A director is not required to hold a share in the capital of the Company as qualification for his or her office but must be qualified as required by the Business Corporations Act to become, act or continue to act as a director.

13.5    Remuneration of Directors. The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

13.6    Reimbursement of Expenses of Directors. The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.

13.7    Special Remuneration for Directors. If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company’s business, he or she may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive.

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13.8    Gratuity, Pension or Allowance on Retirement of Director. Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his or her spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

ARTICLE 14

ELECTION AND REMOVAL OF DIRECTORS

14.1    Election at Annual General Meeting. At every annual general meeting and in every unanimous resolution contemplated by Article 10.2:

(a) the shareholders entitled to vote at the annual general meeting for the election of directors may elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and

(b) all the directors cease to hold office immediately before the election or appointment of directors under paragraph (a), but are eligible for re-election or re-appointment.

14.2    Consent to be a Director. No election, appointment or designation of an individual as a director is valid unless:

(a) that individual consents to be a director in the manner provided for in the Business Corporations Act; or

(b) that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director.

14.3    Failure to Elect or Appoint Directors. If:

(a) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or

(b) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors;

then each director then in office continues to hold office until the earlier of:

(c) the date on which his or her successor is elected or appointed; and

(d) the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.

14.4    Places of Retiring Directors Not Filled. If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, then those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles, then the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

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14.5    Directors May Fill Casual Vacancies. Any casual vacancy occurring in the board of directors may be filled by the directors.

14.6    Remaining Directors Power to Act. The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, then the directors may only act for the purpose of appointing directors up to that number or of summoning a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Business Corporations Act, for any other purpose.

14.7    Shareholders May Fill Vacancies. If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, then the shareholders may elect or appoint directors to fill any vacancies on the board of directors.

14.8    Additional Directors. Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.8.

Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1(a), but is eligible for re-election or re-appointment

14.9    Ceasing to be a Director. A director ceases to be a director when:

(a) the term of office of the director expires;

(b) the director dies;

(c) the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or

(d) the director is removed from office pursuant to Articles 14.10 or 14.11.

14.10    Removal of Director by Shareholders. The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.

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14.11    Removal of Director by Directors. The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable or similar offence, or if the director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.

ARTICLE 15

POWERS AND DUTIES OF DIRECTORS

15.1    Powers of Management. The directors must, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or by these Articles, required to be exercised by the shareholders of the Company.

15.2    Appointment of Attorney of Company. The directors may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of, or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.

ARTICLE 16

DISCLOSURE OF INTEREST OF DIRECTORS

16.1    Obligation to Account for Profits. A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act.

16.2    Restrictions on Voting by Reason of Interest. A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors’ resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

16.3    Interested Director Counted in Quorum. A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

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16.4    Disclosure of Conflict of Interest or Property. A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act.

16.5    Director Holding Other Office in the Company. A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.

16.6    No Disqualification. No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.

16.7    Professional Services by Director or Officer. Subject to the Business Corporations Act, a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.

16.8    Director or Officer in Other Corporations. A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and, subject to the Business Corporations Act, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person.

ARTICLE 17

PROCEEDINGS OF DIRECTORS

17.1    Meetings of Directors. The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.

17.2    Voting at Meetings. Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

17.3    Chair of Meetings. The following individual is entitled to preside as chair at a meeting of directors:

(a) the chair of the board, if any;

(b) in the absence of the chair of the board, the president, if any, if the president is a director; or

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(c) any other director chosen by the directors if:

(i) neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting;

(ii) neither the chair of the board nor the president, if a director, is willing to chair the meeting; or

(iii) the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that they will not be present at the meeting.

17.4    Meetings by Telephone or Other Communications Medium. A director may participate in a meeting of the directors or of any committee of the directors in person or by telephone if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A director may participate in a meeting of the directors or of any committee of the directors by a communications medium other than telephone if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other and if all directors who wish to participate in the meeting agree to such participation. A director who participates in a meeting in a manner contemplated by this Article 17.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.

17.5    Calling of Meetings. A director may, and the secretary or an assistant secretary of the Company, if any, on the request of a director must, call a meeting of the directors at any time.

17.6    Notice of Meetings. Other than for meetings held at regular intervals as determined by the directors pursuant to Article 17.1, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors by any method set out in Article 23.1 or orally or by telephone.

17.7    When Notice Not Required. It is not necessary to give notice of a meeting of the directors to a director if:

(a) the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or

(b) the director has waived notice of the meeting.

17.8    Meeting Valid Despite Failure to Give Notice. The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director does not invalidate any proceedings at that meeting.

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17.9    Waiver of Notice of Meetings. Any director may send to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to such director and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director.

Attendance of a director at a meeting of the directors is a waiver of notice of the meeting, unless that director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

17.10    Quorum. The quorum necessary for the transaction of the business of the directors is a majority of the number of directors in office or such greater number as the directors may determine from time to time.

17.11    Validity of Acts Where Appointment Defective. Subject to the Business Corporations Act, an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.

17.12    Consent Resolutions in Writing. A resolution of the directors or of any committee of the directors consented to in writing by all of the directors entitled to vote on it, whether by signed document, fax, email or any other method of transmitting legibly recorded messages, is as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors duly called and held. Such resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution passed in that manner is effective on the date stated in the resolution or on the latest date stated on any counterpart. A resolution of the directors or of any committee of the directors passed in accordance with this Article 17.12 is deemed to be a proceeding at a meeting of directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.

ARTICLE 18

EXECUTIVE AND OTHER COMMITTEES

18.1    Appointment and Powers of Executive Committee. The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and this committee has, during the intervals between meetings of the board of directors, all of the directors’ powers, except:

(a) the power to fill vacancies in the board of directors;

(b) the power to remove a director;

(c) the power to change the membership of, or fill vacancies in, any committee of the directors; and

(d) such other powers, if any, as may be set out in the resolution or any subsequent directors’ resolution.

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18.2    Appointment and Powers of Other Committees. The directors may, by resolution:

(a) appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate;

(b) delegate to a committee appointed under paragraph (a) any of the directors’ powers, except:

(i) the power to fill vacancies in the board of directors;

(ii) the power to remove a director;

(iii) the power to change the membership of, or fill vacancies in, any committee of the directors; and

(iv) the power to appoint or remove officers appointed by the directors; and

(c) make any delegation referred to in paragraph (b) subject to the conditions set out in the resolution or any subsequent directors’ resolution.

18.3    Obligations of Committees. Any committee appointed under Articles 18.1 or 18.2, in the exercise of the powers delegated to it, must:

(a) conform to any rules that may from time to time be imposed on it by the directors; and

(b) report every act or thing done in exercise of those powers at such times as the directors may require.

18.4    Powers of Board. The directors may, at any time, with respect to a committee appointed under Articles 18.1 or 18.2:

‘(a) revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;

(b) terminate the appointment of, or change the membership of, the committee; and

(c) fill vacancies in the committee.

18.5    Committee Meetings. Subject to Article 18.3(a) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Articles 18.1 or 18.2:

(a) the committee may meet and adjourn as it thinks proper;

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(b) the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;

(c) a majority of the members of the committee constitutes a quorum of the committee; and

(d) questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting does not have a second or casting vote.

ARTICLE 19

OFFICERS

19.1    Directors May Appoint Officers. The directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate any such appointment.

19.2    Functions, Duties and Powers of Officers. The directors may, for each officer:

(a) determine the functions and duties of the officer;

(b) entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and

(c) revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.

19.3    Qualifications. No officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act. One person may hold more than one position as an officer of the Company. Any person appointed as the chair of the board or as the managing director must be a director. Any other officer need not be a director.

19.4    Remuneration and Terms of Appointment. All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors think fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment of the Company, a pension or gratuity.

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ARTICLE 20

INDEMNIFICATION

20.1    Definitions. In this Article 20:

(a) “eligible penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;

(b) “eligible proceeding” means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director or former director of the Company (an “eligible party”) or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director of the Company:

(i) is or may be joined as a party; or

(ii) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;

(c) “expenses” has the meaning set out in the Business Corporations Act.

20.2    Mandatory Indemnification of Directors and Former Directors. Subject to the Business Corporations Act, the Company must indemnify a director or former director of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director is deemed to have contracted with the Company on the terms of the indemnity contained in this Article 20.2.

20.3    Indemnification of Other Persons. Subject to any restrictions in the Business Corporations Act, the Company may indemnify any person.

20.4    Non-Compliance with Business Corporations Act. The failure of a director or officer of the Company to comply with the Business Corporations Act or these Articles does not invalidate any indemnity to which he or she is entitled under this Article 20.

20.5    Company May Purchase Insurance. The Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:

(a) is or was a director, officer, employee or agent of the Company;

(b) is or was a director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;

(c) at the request of the Company, is or was a director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;

(d) at the request of the Company, holds or held a position equivalent to that of a director or officer of a partnership, trust, joint venture or other unincorporated entity;

against any liability incurred by him or her as such director, officer, employee or agent or person who holds or held such equivalent position.

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ARTICLE 21

DIVIDENDS

21.1    Payment of Dividends Subject to Special Rights. The provisions of this Article 21 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.

21.2    Declaration of Dividends. Subject to the Business Corporations Act and the rights of the holders of issued shares of the Company, the directors may from time to time declare and authorize payment of such dividends as they may deem advisable.

21.3    [INTENTIONALLY DELETED]

21.4    Record Date. The directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record date is 5 p.m. on the date on which the directors pass the resolution declaring the dividend.

21.5    Manner of Paying Dividend. A resolution declaring a dividend may direct payment of the dividend wholly or partly in money or by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities of the Company or any other corporation, or in any one or more of those ways.

21.6    Settlement of Difficulties. If any difficulty arises in regard to a distribution under Article 21.5, the directors may settle the difficulty as they deem advisable, and, in particular, may:

(a) set the value for distribution of specific assets;

(b) determine that cash payments in substitution for all or any part of the specific assets to which any shareholders are entitled may be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and

(c) vest any such specific assets in trustees for the persons entitled to the dividend.

21.7    When Dividend Payable. Any dividend may be made payable on such date as is fixed by the directors.

21.8    Dividends to be Paid in Accordance with Number of Shares. All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

21.9    Receipt by Joint Shareholders. If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

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21.10    Dividend Bears No Interest. No dividend bears interest against the Company.

21.11    Fractional Dividends. If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.

21.12    Payment of Dividends. Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the address of the shareholder, or in the case of joint shareholders, to the address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.

21.13    Capitalization of Surplus. Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the surplus or any part of the surplus.

21.14    Unclaimed Dividends. Any dividend unclaimed after a period of three years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Company. The Company shall not be liable to any person in respect of any dividend which is forfeited to the Company or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law.

ARTICLE 22

DOCUMENTS, RECORDS AND REPORTS

22.1    Recording of Financial Affairs. The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Business Corporations Act.

22.2    Inspection of Accounting Records. Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.

ARTICLE 23

NOTICES

23.1    Method of Giving Notice. Unless the Business Corporations Act or these Articles provide otherwise, a notice, statement, report or other record required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:

(a) mail addressed to the person at the applicable address for that person as follows:

(i) for a record mailed to a shareholder, the shareholder’s registered address;

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(ii) for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class;

(iii) in any other case, the mailing address of the intended recipient;

(b) delivery at the applicable address for that person as follows, addressed to the person:

(i) for a record delivered to a shareholder, the shareholder’s registered address;

(ii) for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class;

(iii) in any other case, the delivery address of the intended recipient;

(c) sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;

(d) sending the record by email to the email address provided by the intended recipient for the sending of that record or records of that class;

(e) physical delivery to the intended recipient;

(f) creating and providing a record posted on or made available through a generally accessible electronic source and providing written notice by any of the foregoing methods of the availability of such record; or

(g) as otherwise permitted by any securities legislation (together with all regulations and rules made and promulgated thereunder and all administrative policy statements, blanket orders, and rulings, notices, and other administrative directions issued by securities commissions or similar authorities appointed thereunder) in any province or territory of Canada or in the federal jurisdiction of the United States or in any state of the United States that is applicable to the Company.

23.2    Deemed Receipt. A record that is:

(a) mailed to a person by ordinary mail to the applicable address for that person referred to in Article 23.1 is deemed to be received by the person to whom it was mailed on the day, Saturdays, Sundays and holidays excepted, following the date of mailing;

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(b) emailed to a person to the email address provided by that person referred to in Article 23.1 is deemed to be received by the person to whom it was e-mailed on the day it was e-mailed; and

(c) delivered in accordance with Article 23.1(f), is deemed to be received by the person on the day such written notice is posted.

23.3    Certificate of Sending. A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that capacity on behalf of the Company stating that a notice, statement, report or other record was sent in accordance with Article 23.1 is conclusive evidence of that fact.

23.4    Notice to Joint Shareholders. A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing the notice to the joint shareholder first named in the central securities register in respect of the share.

23.5    Notice to Trustees. A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:

(a) mailing the record, addressed to them:

(i) by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and

(ii) at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or

(b) if an address referred to in paragraph (a)(ii) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

23.6    Undelivered Notices. If, on two consecutive occasions, a notice, statement, report or other record is sent to a shareholder pursuant to Article 23.1 and on each of those occasions any such record is returned because the shareholder cannot be located, the Company shall not be required to send any further records to the shareholder until the shareholder informs the Company in writing of his or her new address.

ARTICLE 24

SEAL AND EXECUTION OF DOCUMENTS

24.1    Who May Attest Seal. Except as provided in Articles 24.2 and 24.3, the Company’s seal, if any, must not be impressed on any record except when that impression is attested by the signatures of:

(a) any two directors;

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(b) any officer, together with any director;

(c) if the Company only has one director, that director; or

(d) any one or more directors or officers or persons as may be determined by the directors.

24.2    Sealing Copies. For the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or other document, despite Article 24.1, the impression of the seal may be attested by the signature of any director or officer or the signature of any other person as may be determined by the directors.

24.3    Mechanical Reproduction of Seal. The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and the chair of the board or any senior officer together with the secretary, treasurer, secretary-treasurer, an assistant secretary, an assistant treasurer or an assistant secretary-treasurer may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.

24.4    Execution of Documents Generally. The Directors may from time to time by resolution appoint any one or more persons, officers or Directors for the purpose of executing any instrument, document or agreement in the name of and on behalf of the Company for which the seal need not be affixed, and if no such person, officer or Director is appointed, then any one officer or Director of the Company may execute such instrument, document or agreement.

ARTICLE 25

PROHIBITIONS

25.1    Definitions. In this Article 25:

(a) “designated security” means:

(i) a voting security of the Company;

(ii) a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or

(iii) a security of the Company convertible, directly or indirectly, into a security described in paragraph (i) or (ii);

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(b) “security” has the meaning assigned in the Securities Act (British Columbia);

(c) “voting security” means a security of the Company that:

(i) is not a debt security, and

(ii) carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

25.2    Application. Article 25.3 does not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

25.3    Consent Required for Transfer of Shares or Designated Securities. No share or designated security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

EX-5.1

Exhibit 5.1

December 17, 2020
	Reference:190424/64
Absolute Software Corporation. 1055 Dunsmuir Street Suite 1400 Vancouver, British Columbia V7X 1K8, Canada

RE:  Registration Statement on Form S-8 of Absolute Software Corporation (the “Company”)

We have acted as Canadian counsel to the Company, a company formed under the laws of the Province of British Columbia, Canada, in connection with the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) relating to the registration under the Securities Act of 1933, as amended, of 5,895,214 common shares in the capital of the Company (the “Shares”) to be issued under the Company’s 2019 Employee Share Ownership Plan, 2000 Share Option Plan, as amended, and Performance and Restricted Share Unit Plan, as amended (collectively, the “Plans”).

In connection with giving this opinion, we have examined the Registration Statement (including exhibits thereto). We have also examined originals, certified or otherwise identified to our satisfaction, of such public and corporate records, certificates, instruments and other documents as we have considered necessary in order to express the opinion set out below. With respect to the accuracy of factual matters material to this opinion, we have relied upon certificates or comparable documents and representations of public officials and of officers and representatives of the Company.

In giving this opinion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies, certified or otherwise identified to our satisfaction. We have also considered such questions of law as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed.

The opinion expressed herein is limited to matters governed by the laws of the Province of British Columbia and the laws of Canada applicable therein.

Based and relying upon and subject to the foregoing, we are of the opinion that the Shares, when issued and sold by the Company in accordance with the terms of the Plans and the agreements contemplated by the Plans, will be validly issued, fully paid and non-assessable shares in the capital of the Company.

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We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement.

This opinion is effective as at the date hereof and is based upon laws in effect and facts in existence as at the date hereof. We express no opinion as to the effect of future laws or judicial decisions on the subject matter hereof, nor do we undertake any duty to modify this opinion to reflect subsequent facts or developments concerning the Company or developments in the law occurring after the date hereof.

Yours truly,

/s/ “Blake, Cassels & Graydon LLP”

Blake, Cassels & Graydon LLP

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated August 10, 2020, relating to the financial statements of Absolute Software Corporation (the “Company”), appearing in the Registration Statement (No. 333-249661) on Form F-10 of the Company dated October 28, 2020.

/s/ Deloitte LLP

Chartered Professional Accountants

Vancouver, Canada

December 17, 2020

EX-99.1

Exhibit 99.1

2019 EMPLOYEE SHARE OWNERSHIP PLAN

of

Absolute Software Corporation

1400 – 1055 Dunsmuir Street

Vancouver, BC V7X 1K8

(the “Company”)

Date of Adoption: December 11, 2019

Article 1. PURPOSE OF THE PLAN

The purpose of this Employee Share Ownership Plan (the “Plan”, as further defined below) is to:

(a) facilitate the purchase of the Company’s shares by its employees;

(b) continue the Company’s efforts to share Company success with all staff;

(c) reward participants on the success of the Company;

(d) improve the Company’s ability to retain a skilled workforce, and

(e) encourage teamwork and cooperation among all members and units of the Company.

This Plan is intended to constitute an “employee stock purchase plan” as defined in Section 423(b) of the Code, and, for so long as the Company qualifies as an “Eligible Company” under the Act, as an “Employee Share Ownership Plan” under the Act. It is the intention of the Company and the Committee that the Plan and its administration comply in all respects with the Code, the Act, applicable securities laws and the Business Corporations Act (British Columbia).

This Plan is intended to provide Shares for investment and not for resale. The Company does not, however, intend to restrict or influence the conduct of any Participating Employee’s affairs. A Participating Employee, therefore, may sell Shares that are purchased under this Plan at any time, subject to compliance with all applicable federal, provincial or state tax and securities laws. B.C. Participating Employees who resell Shares purchased under the Plan prior to the end of a three year hold period may be required to repay tax credits received under the Act. THE PARTICIPATING EMPLOYEE ASSUMES THE RISK OF ANY MARKET FLUCTUATIONS IN THE PRICE OF THE SHARES.

Article 2. DEFINITIONS

2.1 In this Plan, the following terms have the following meanings:

(a) “Act” means the Employee Investment Act (British Columbia), as amended from time to time, together with its accompanying Regulations and Policy Statements; pursuant to and under which the British Columbia Employee Share Ownership Program is established and administered;

(b) “Administrator” means the person designated under the Act to perform the duties of the administrator under the Act;

(c) “Affiliated Corporation” means an “affiliate” of the Company as defined in the Act, and, for the purpose of this Plan, may include any affiliate of the Company designated by the Committee and whose employees are qualified participants in this Plan in accordance with the provisions of the Code or the Act;

(d) “Appendix A” means Appendix A to this Plan, as it may be amended from time to time;

(e) “Associate” has the meaning ascribed thereto in the Securities Act (British Columbia);

(f) “B.C. Participating Employee” means a Participating Employee who is resident in British Columbia and is not a major shareholder (as defined in the Act) of the Company.

(g) “Board” means the Board of Directors of the Company;

(h) “Business Day” means a day other than a Saturday, Sunday or statutory holiday on which the Vancouver office of the Company is open for business;

(i) “Code” means the Internal Revenue Code of 1986 (United States), as amended from time to time;

(j) “Commitment Form” means the form of commitment for a monthly dollar contribution attached as Appendix C;

(k) “Committee” means the Compensation Committee of the Board;

(l) “Compensation” means a Participating Employee’s base salary.

(m) “Disclosure Document” means a document delivered to Eligible Employees in connection with obtaining commitments to the purchase of Shares under the Plan, a general form of which is attached as Appendix B;

(n) “Eligible Employee” means all employees employed by the Company (or a predecessor or an Affiliated Corporation of the Company) on a continuing basis for at least twenty (20) hours a week, provided, however, that non-employee service providers to the Company, non-employee members of the Board and highly compensated employees within the meaning of Section 414(q) of the Code who are members of the Board will not be eligible to participate in the Plan;

(o) “Employee Contribution” means funds contributed by a Participating Employee solely by way of payroll deduction for the purpose of purchasing Shares pursuant to the Plan;

(p) “Employee Shareholder” means, at any relevant time:

(i) a Shareholder who continues to be an employee of the Company or any Affiliated Corporation; or

(ii) a Shareholder which is a RRSP Trust where the annuitant or beneficiary of such Shareholder continues to be an employee of the Company or any Affiliated Corporation;

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(q) “Fair Market Value” of the Shares as of any day means the closing price (rounded to the next highest cent in the case of fractions of a cent) of the Shares on the Toronto Stock Exchange or any other stock market or exchange upon which the Shares are quoted or listed and where the majority of the Shares are traded (the “Market”), as reported on such day or, if such day is not a trading day, on the immediately preceding trading day on which the Shares traded on the Market. The Committee, in its sole discretion, shall make all determinations required by this definition;

(r) “Financial Statements” means:

(i) the financial statements of the Company filed with the Administrator in accordance with Section 2(1)(a) of the Act; or

(ii) if more recent financial statements of the Company have subsequently been delivered to Eligible Employees by the Company, the most recent of those financial statements;

(s) “Insider” has the meaning ascribed thereto in Part I of the Toronto Stock Exchange Company Manual;

(t) “Offering Period” means a six month period commencing on January 1 or July 1 during which Eligible Employees may commit to the purchase of Shares hereunder, as further described in Appendix A;

(u) “Outstanding Issue” means the number of Shares outstanding on a non-diluted basis;

(v) “Participating Employee” means an Eligible Employee who has elected to commit to the purchase of Shares under the Plan;

(w) “Plan” means this 2019 Employee Share Ownership Plan dated for reference December 11, 2019, including all appendices attached hereto, as supplemented and amended from time to time in accordance with the provisions hereof;

(x) “Plan Year” means the twelve-month period commencing on July 1 of each year; provided, however, that the first Plan Year shall commence on January 1, 2020 and end June 30, 2020;

(y) “Purchase Date” means the first Business Day following the end of an Offering Period;

(z) “Purchase Price” means the lesser of;

(i) 85% of the Fair Market Value for the Shares on the first day of the Offering Period; or

(ii) 85% of the Fair Market Value for the Shares on the Purchase Date.

(aa) “Regulations” means the regulations enacted pursuant to the Act in force from time to time;

(bb) “RRSP Trust” means a trust governed by a registered retirement savings plan under the Income Tax Act (Canada) for which an Eligible Employee is the annuitant;

(cc) “Shares” means common shares without par value of the Company;

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(dd) “Share Certificate” means a share certificate or an appropriate equivalent representing Shares purchased under the Plan;

(ee) “Share Entitlement” means the calculation of the number of shares to be issued each Offering Period pursuant to the Plan as detailed in Appendix A;

(ff) “Shareholder” means, at any relevant time:

(i) any holder of Shares of the Company;

(ii) a person who has committed to the purchase of Shares under the Plan, whether or not the Shares have been paid for in full or the Shares have been issued at that time, and continues to be entitled to receive the Shares when issued; or

(iii) an RRSP Trust, which acquired Shares pursuant to this Plan, if at such time the RRSP Trust continues to hold any such Shares;

(gg) “Security Based Compensation Arrangement” has the meaning ascribed thereto in Section 613(b) of the Toronto Stock Exchange Company Manual;

(hh) “Subscription Form” means the form of subscription for Shares to be used by B.C. Participating Employees making purchases under the Plan eligible for tax credits under the Act;

(ii) “Tax Credit Eligible Employee” means an individual who, at the time of subscribing for Shares under the Plan is:

(i) resident in British Columbia;

(ii) employed by the Company, (or the predecessor or Affiliated Corporation of the Company) on a continuing basis for an average of at least twenty hours a week;

(iii) is not a major shareholder (as defined in the Act) of the Company; and

(iv) meets other conditions as may be prescribed under the Regulations from time to time.

(jj) “U.S. Participating Employee” means a Participating Employee who, by virtue of his citizenship or residence, or otherwise, is subject to taxation under the Code on his or her Compensation.

2.2 In this Plan, unless otherwise defined herein, words and phrases defined in the Act or the Regulations have the meanings given to them in the Act or the Regulations.

2.3 In this Plan, words (including defined terms) importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders.

Article 3. TERMS, TERMINATION AND AMENDMENT OF THE PLAN

3.1 The Company hereby confirms that (a) the Plan has been adopted as its 2019 Employee Share Ownership Plan for the benefit of its Eligible Employees, pursuant to approval by the Board on November 6, 2019 and by the shareholders of the Company on December 11, 2019; and (b) the Plan is intended to be a qualified plan pursuant to the provisions of the Act

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3.2 In accordance with the terms of approval by the Board on November 6, 2019 and by the Company’s shareholders on December 11, 2019, the Plan is effective upon registration under the Act and shall continue until terminated in accordance with this Plan.

3.3 A maximum of 350,000 Shares are available for issuance under this Plan. The Committee, at its sole discretion, will determine when an offering under this Plan is made and the maximum number of Shares available for issuance during each Offering Period. In the event of any changes in the outstanding Shares by reason of stock dividends, stock splits, recapitalisation, mergers, consolidations, combinations or exchanges of Shares, split-ups, split-offs, spin-offs, liquidations or other similar changes in capitalization, or any distribution to shareholders other than cash dividends, the Committee shall make such adjustments, if any, in light of the change or distribution as the Committee in its sole discretion shall determine to be appropriate in the number and class of shares and the purchase prices of the Shares which may be purchased by Participating Employees during the current Offering Period. In the event of any such change in the outstanding Shares, the aggregate number and class of shares available under this Plan and the maximum number of shares which may be purchased and their purchase price shall be appropriately adjusted by the Committee.

3.4 Upon the happening of an event specified in Section 3.3, the class and aggregate number of Shares available under this Plan shall be appropriately adjusted to reflect the event. Notwithstanding the foregoing, such adjustments shall be made only to the extent that the Committee, based on advice of counsel for the Company, determines that such adjustments will not constitute a change requiring shareholder approval under Section 423(b)(2) of the Code, the Act, the rules of any stock exchange or market upon which the Shares are listed or quoted, or other applicable law.

3.5 The Board may terminate this Plan at any time, upon written notification to the Administrator, except that if the termination occurs after the conclusion of an Offering Period and before the issue of Shares to participating employees, the Company will complete the sale of all Shares subscribed for.

3.6 The Committee may terminate an Offering Period at any time prior to the conclusion of the Offering Period, provided that all deposits received during the Offering Period are returned to the Participating Employees.

3.7 Subject to Section 16.1, the Committee may, insofar as permitted by law and subject to any required approval of any stock exchange on which the Shares are then listed or quoted or the Administrator, amend, modify, revise or otherwise change the terms of the Plan, in whole or in part, provided that no amendment or revision may use or divert any Employee Contributions for purposes other than for the purchase of Shares pursuant to the Plan. For greater certainty, and without limiting this Section 3.7, the approval of the Company’s shareholders shall not be required for the following amendments, subject to any regulatory approvals including, where required, the approval of any stock exchange on which the Shares are then listed or quoted or the Administrator:

(a) amendments of a “housekeeping” nature, including any amendment for the purpose of curing any ambiguity, error or omission in the Plan or to correct or supplement any provision of the Plan that is inconsistent with any other provision hereof;

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(b) amendments necessary to comply with the provisions of applicable law, including, without limitation, the rules, regulations and policies of the Toronto Stock Exchange, the Code and the Act;

(c) amendments respecting administration of the Plan, including but not limited to changing the process by which an Eligible Employee may participate in the Plan, such as changing the manner in which Employee Contributions may be made; and

(d) amendments to introduce vesting or retention periods in respect of Shares purchased under the Plan.

Any amendment referred to in Section 3.7 shall be effective at such date as the Committee may determine.

3.8 Notwithstanding Section 3.7, and subject to Section 16.1, the Company’s shareholders’ approval shall be required for:

(a) any amendment to increase the number of Shares reserved for issuance under the Plan or the maximum amount of Shares available for issuance pursuant to the Plan;

(b) any amendment to the definitions of Eligible Employee, Purchase Price and Shares;

(c) any amendment to remove, exceed or increase the limits on Insider participation in the Plan established by Section 8.11;

(d) any amendment to introduce Company matching of Employee Contributions;

(e) any amendment to the restrictions on the transferability of Participating Employee’s rights under this Plan; and

(f) any amendment to the provisions of Sections 3.7 or 3.8.

The threshold for the Company’s shareholders’ approval of an amendment, if required, shall be a majority of the Company’s shareholders present in person or by proxy and entitled to vote at a duly called meeting of the Company shareholders and shall, if and only to the extent required under applicable securities laws and regulatory requirements, exclude the votes cast by Insiders.

3.9 The Committee will determine all questions arising with respect to the administration of this Plan. The determination of the Committee will be conclusive and binding on all Participating Employees.

3.10 The Company’s obligation to sell and deliver Shares under this Plan is subject to the availability of registration and prospectus exemptions under applicable securities law, and the receipt of any required approval of any stock exchange or Market upon which the Shares are listed or quoted, and any approval by a governmental authority required in connection with the authorization, issuance or sale of such Shares, including the Code and the Act.

3.11 Upon (a) the dissolution or liquidation of the Company, (b) a merger, amalgamation, arrangement or other reorganization of the Company with one or more corporations as a result of which the Company will not be a surviving corporation, (c) the sale of all or substantially all of the assets of the Company or a material division of the Company, (d) a sale or other transfer, pursuant to a tender offer, takeover bid or otherwise, of more than fifty percent (50%) of the then outstanding Shares, or (e) any transaction similar to any of those listed in Section 3.11(a) to 3.11(d) (any of such events is herein referred to as a “Terminating Event”), the Committee may but shall not be required to:

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(a) make provision for the continuation of the Participating Employees’ rights under this Plan on such terms and conditions as the Committee determines to be appropriate and equitable, including where applicable, but not limited to, an arrangement for the substitution on an equitable basis, for each Share that could otherwise be purchased at the end of the Offering Period in progress at the time of the Terminating Event, of any consideration payable with respect to each then outstanding Share in connection with the Terminating Event; or

(b) terminate all rights of Participating Employees under the Plan for such Payment Period and

(i) return to the Participating Employees all of their payroll deductions for such Payment Period; and

(ii) for each Share, if any, that could otherwise be purchased under the Plan by a Participating Employee at the end of such Offering Period (determined by assuming that payroll deductions at the rate elected by the Participating Employee were continued to the end of the Offering Period and used to purchase Shares based on the Fair Market Value of the Shares on the first day of the Offering Period) and with respect to which (A) the purchase price at which such Common Share could be purchased (determined with reference only to the Fair Market Value of the Shares on the first day of such Offering Period) is exceeded by (B) the Fair Market Value of Shares on the date of the Terminating Event, as determined by the Committee, pay to the Participating Employee an amount equal to such excess.

The Committee shall make all determinations necessary or advisable in connection with Terminating Events, and its determinations shall, in the absence of fraud or patent mistake, be conclusive and binding on all persons with any interest in the Plan.

Article 4. REPRESENTATIONS AND WARRANTIES

4.1 The Company represents and warrants to each Eligible Employee that:

(a) the Company is validly existing and in good standing under the laws pursuant to which it was incorporated;

(b) the Company is eligible to register an employee share ownership plan under the Act;

(c) the Company is not party to any agreement which prohibits or restricts it from adopting the Plan, completing any of the transactions contemplated hereunder and complying with the terms hereof;

(d) all necessary corporate action has been taken to adopt the Plan as a valid and binding obligation of the Company;

(e) as of the date of adoption of the Plan, the authorized share capital of the Company was as described in Appendix E;

(f) the Shares are of a class of shares of the Company that:

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(i) carry voting rights under all circumstances;

(ii) are not directly restricted in their right to share in the profits of the Company or in the division of the Company’s assets on dissolution or winding up; and

(iii) do not have any rights and restrictions prohibited by the Regulations;

(g) the Shares to be issued under the Plan will be from the treasury of the Company and will not have been previously issued;

(h) the price per Share at which Shares will be purchased through treasury purchases by Eligible Employees will be the Purchase Price as calculated under this Plan;

(i) the Financial Statements are prepared in accordance with international financial reporting standards, present fairly the financial position and condition of the Company as at the date thereof and do not omit to state any material liability or financial obligation of the Company as at the date thereof;

(j) since the date of the Financial Statements there has been no material adverse change in the financial position or condition of the Company, except as disclosed in the Disclosure Document;

(k) the Disclosure Document discloses all outstanding options, warrants and conversion rights granted by the Company in respect of its securities and contains no misrepresentations;

(l) the Company is in good standing with the Toronto Stock Exchange and will advise the Administrator within 30 days of any discontinuance of such listing;

(m) each Eligible Employee has an equal pro-rated right to purchase Shares under the Plan; and

(n) the representations and warranties set out in paragraphs (a) to (m) above will be true and correct at the start of each Offering Period.

4.2 Each Eligible Employee will be deemed to have relied on the representations and warranties contained in paragraphs 4.1(a) to 4.1(n) above in electing to commit to the purchase of Shares under the Plan.

4.3 The availability of this Plan should not be considered a recommendation, invitation, inducement, encouragement or request by the Company, its agents, officers or directors to participate in the Plan; in particular, securities or other investments referred to in the Plan may not be suitable for an Eligible Employee and each Eligible Employee should take care to make any kind of investment decision only after having first obtained independent investment advice from a person authorized to give such advice.

4.4 Among the risks in investing in the Shares pursuant to the Plan, it is expressly declared by the Company that the Plan offers no guarantee or promise of gains or dividends, or protection against loss due to fluctuations in the market price of the Shares. Participation in this Plan will be on the express understanding that each Participating Employee accepts the risks inherent in the purchase of Shares, including risk of such market fluctuations.

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4.5 Participation in this Plan will not be interpreted as the granting of a right to continued employment with the Company or any of its subsidiaries and the expectation of any benefit by continuing to be a Participating Employee will not be taken into account in determining any compensation to which a Participating Employee may be entitled by reason of wrongful dismissal.

Article 5. OFFERING PERIODS AND ELIGIBILITY TO SUBSCRIBE FOR SHARES

5.1 The Company will offer Eligible Employees the right to participate in the Plan during the Offering Period under the terms and conditions set out in this Plan. Should the aggregate number of Shares to be issued to all Participating Employees for the Offering Period pursuant to the terms of this Plan exceed the aggregate Share Entitlement for the Offering Period, the Shares available for purchase will be distributed pro-rata to the Participating Employees. Excess Employee Contributions will be applied to future purchases or returned in accordance with paragraph 8.3. Fractional Shares cannot be purchased.

5.2 Each person who is an Eligible Employee at the commencement of an Offering Period will be eligible to commit to the purchase of a dollar value of Shares under the Plan during the Offering Period as described in Appendix A. Each person who becomes an Eligible Employee during an Offering Period will be eligible to commit to the purchase of a dollar value of Shares under the Plan during the Offering Period, pro rated to account for the duration of the Offering Period then remaining at the date of such Eligible Employee’s commitment to purchase Shares.

5.3 The Company will notify each Eligible Employee of his or her eligibility to purchase Shares under the Plan.

Article 6. SUBSCRIPTION ENTITLEMENT

6.1 During an Offering Period each Eligible Employee has an equal entitlement opportunity to commit to the purchase of Shares by delivering a completed Commitment Form that designates the amount of his or her Employee Contribution for the Offering Period. This shall be subject to the limitation disclosed in this Plan and Appendix A, as well as Section 5.2 with respect to Eligible Employees who commence employment during an Offering Period.

6.2 The Company will deliver a Disclosure Document to an Eligible Employee before he or she enters into an agreement to commit to the purchase of Shares under the Plan.

Article 7. CONTRIBUTIONS

7.1 Employee Contributions will be deducted from Participating Employees’ salary on a semi-monthly basis.

Article 8. SHARE ENTITLEMENT

8.1 The Company, on the first Business Day following the end of each Offering Period, will be responsible for calculating each Participating Employee’s Share Entitlement in accordance with Appendix A.

8.2 The Company will hold all Employee Contributions in one pool and will thereby also determine at the end of each Offering Period the aggregate Share Entitlement for all Participating Employees. All purchases will be made in Canadian dollars and all contributions in a currency other than Canadian dollars will be converted into Canadian dollars at the Bank of Canada’s daily average exchange rate on the first Business Day of the Offering Period, or such other exchange rate determined by the Company, acting reasonably.

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8.3 A Participating Employee who is enrolled in this Plan at the end of an Offering Period will, unless the Participating Employee gives notice of his or her intent to withdraw from the Plan, automatically be enrolled as a Participating Employee in the subsequent Offering Period (subject to the requirement for B.C. Participating Employees who wish to make purchases eligible for tax credits under the Act to deliver an executed Subscription Form prior to commencement of the Offering Period), and any portion of a Participating Employee’s accumulated Employee Contributions not used for the purchase of Shares at the end of an Offering Period will be applied to the purchase of Shares in the next Offering Period if the Participating Employee is participating in the Plan during that Offering Period, or returned to the Participating Employee. An investment confirmation will be issued to each Participating Employee by the Company within 50 Business Days of the Purchase Date, setting out the number of Shares purchased, the price paid per Share, the total amount paid, the name, address, telephone number and contact person at the Company, and for B.C. Participating Employees, the procedure for obtaining the tax credit certificate under the Act, and any other prescribed information required under the Regulations.

8.4 Any person who is properly enrolled as a Participating Employee at the beginning of an Offering Period, or becomes enrolled as a Participating Employee during an Offering Period, may elect, in accordance with any procedures prescribed by the Committee, to have the Company deduct a specified percentage of the Participating Employee’s Compensation via payroll deduction for the purchase of Shares pursuant to the Plan. An amount equal to the elected percentage of the Participating Employee’s Compensation, subject to the maximum amount set forth in Section 8.7, will be deducted on each regular pay day falling within the Offering Period. All amounts will be deducted from a Participating Employee’s Compensation on an after-tax basis.

8.5 No interest will be paid on payroll deductions accumulated under this Plan, which will be held on behalf of the Participating Employees by the Company.

8.6 B.C. Participating Employees who wish to enroll for purchases during an Offering Period eligible for tax credits under the Act must request a Disclosure Document to read, and must provide an executed Subscription Form prior to the Offering Period.

8.7 During any Offering Period the maximum amount of payroll deductions by a Participating Employee that can be used to purchase Shares may not exceed Cdn$7,500. During any calendar year, the maximum amount of payroll deductions by a Participating Employee that can be used to purchase Shares under this Plan, together with all other Security Based Compensation Arrangements of the Company, is Cdn$15,000.

8.8 Tax credits are available to B.C. Participating Employees under the Act in respect of the first Cdn$5,250,000, or such lesser amount as is allocated to the Company by the Administrator, in aggregate of subscriptions in any two year period, but are limited to 20% of the subscription price to a maximum for each B.C. Participating Employee of Cdn$2,000 annually.

8.9 No Participating Employee shall be permitted to subscribe for any Shares under this Plan if such Participating Employee, immediately after such subscription, owns Shares that account for (including all Shares that may be purchased under outstanding subscriptions under the Plan and any other outstanding options or other rights to purchase or receive Shares) five percent (5%) or more of the total combined voting power or value of all classes of shares of the Company. For the foregoing purposes the rules of Section 424(d) of the Code shall apply in determining share ownership. The dollar limitations set forth in Section 8.7 are intended to and shall be interpreted in such a manner so as to comply with Section 423(b)(8) of the Code. In the event the maximum amount of payroll deductions by a Participating Employee in a calendar year pursuant to the terms of this Plan exceeds US$25,000, such maximum amount of payroll deductions by such Participating Employee shall be reduced to US$25,000 in such calendar year.

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8.10 B.C. Participating Employees who wish to remain eligible for tax credits under the Act may not hold more than ten percent (10%) of the issued share capital of the Company, calculated in the manner prescribed by the Act.

8.11 Notwithstanding any other provision contained in this Plan, no Shares shall be purchased under the Plan on behalf of a Participating Employee if, together with any other Security Based Compensation Arrangement of the Company, such purchase could result, at any time, in:

(a) the number of Shares issuable to Insiders, at any time, exceeding 10% of the Outstanding Issue; or

(b) the number of Shares issued to Insiders, within any one-year period, exceeding 10% of the Outstanding Issue.

Article 9. ISSUANCE AND HOLDING OF SHARE CERTIFICATES

9.1 Subject to section 10.5 relating to any Insider trading restrictions, the Company, within twenty (20) Business Days of the end of each Offering Period, will cause Share Certificates to be issued representing those Shares either in the name of the Eligible Employee or, if the Shares are to be held by a RRSP Trust for the benefit of the Eligible Employee, in the name of the trustee of the RRSP Trust.

9.2 In accordance with section 4(1)(d) of the Act, each Share Certificate representing Shares acquired by a Tax Credit Eligible Employee who wishes to obtain a tax credit certificate under the Act will be held in the custody of an authorized depository for a period of three years from the date of issue of the Share Certificate.

9.3 Where an Eligible Employee is not a Tax Credit Eligible Employee, or does not wish to obtain a tax credit certificate under the Act, each Share Certificate will be delivered to the respective Eligible Employee within five (5) Business Days of receipt of the Share Certificates from the Company.

9.4 A Participating Employee or his or her legal representative may withdraw Shares from his or her account at any time, not sooner than 30 days after a Purchase Date; however any withdrawal by a U.S. Participating Employee within 2 years of the first day of the Offering Period and one year of the Purchase Date will be treated by the Company as a disqualifying disposition under Sections 421 and 423 of the Code and be reported on the Participating Employee’s tax Form W-2. B.C. Participating Employees who dispose of Shares within three years of the Purchase Date may be required to repay the tax credits received under the Act. Subject to Section 3.11, upon termination, all payroll deductions not used to purchase Shares will be refunded to the Participating Employee entitled thereto.

9.5 Within 50 Business Days of the end of each Offering Period, the Company will deliver to the Eligible Employee an investment confirmation setting out the information required by the Act and the Regulations.

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Article 10. WITHDRAWAL FROM PARTICIPATION

10.1 A Participating Employee may withdraw from participation in the purchase of Shares under the Plan by delivering written notice of such to the Company on or before the 10th Business Day prior to the end of the Offering Period. A notice of withdrawal pursuant to this paragraph will be effective upon delivery of such to the Company.

10.2 Upon termination of employment with the Company for any reason (including involuntary with or without cause, resignation, retirement or death), a Participating Employee will be deemed to have withdrawn from participation in the purchase of Shares under the Plan, effective the last day of employment. If a Participating Employee’s payroll deductions are interrupted by any garnishment or other legal process, the Participating Employee will be deemed to have elected to withdraw from the Plan for the Offering Period in which the interruption occurs.

10.3 A Participating Employee’s participation and payroll deductions will continue during a sick leave or other bona fide leave of absence, for up to three months, or for so long as the Participating Employee’s right to re-employment is guaranteed either by statute or contract, if longer than three months, unless the Participating Employee elects to stop his or her payroll deductions. Such participation will end automatically at the end of the current Offering Period. Such Eligible Employee may re-enroll to participate in subsequent Offering Periods which commence following the employee’s return from such leave.

10.4 Upon receipt of a notice of withdrawal or termination, as described in either paragraph 10.1 or 10.2, the Company will, within 10 Business Days, return all of the Participating Employee’s Employee Contributions which are being held at such time by the Company.

10.5 An Insider who is a Participating Employee may, at any time, advise the Company that they wish to suspend the purchase of Shares under the Plan if the Insider is of the view that such purchase would be contrary to any applicable insider trading provisions, and the Company may, on its initiative, also suspend sales to Insiders. Where the Company is precluded by this paragraph from acquiring Shares for an Insider, the monies that would have otherwise have been used to subscribe for such Shares will be credited to such Insider’s account and, subject to withdrawal by the Insider from the Plan, will be applied to future purchases of Shares under this Plan.

10.6 A Participating Employee’s rights under this Plan, including rights to accumulated Employee Contributions, may not be pledged, assigned, encumbered or otherwise transferred for any reason other than by will or the laws of descent and distribution. Any such attempt will be treated as an election by the Participating Employee to withdraw from this Plan.

Article 11. APPLICATION FOR TAX CREDIT CERTIFICATES

11.1 If the Company has received from a Tax Credit Eligible Employee who subscribed for Shares under the Plan:

(a) all required information; and

(b) payment in full of the Purchase Price for the Shares;

then the Company will, on behalf of such person, apply to the Administrator in accordance with the Act and Regulations for a tax credit certificate in respect of the purchase of the Shares.

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Article 12. USE OF FUNDS

12.1 Subject to paragraph 12.2, the funds raised under this Plan will be used for general corporate operations including working capital and capital expenditures.

12.2 The Company will not use any funds received from the issue of Shares under the Plan for any purpose prohibited by the Act or the Regulations.

Article 13. REPORTS TO EMPLOYEE SHAREHOLDERS

13.1 To allow Employee Shareholders to monitor their investment in the Company, the Company will make available to the Employee Shareholders all quarterly and annual public disclosure documents required to be filed and sent to the Company’s shareholders under applicable securities laws and Section 4(1)(g) of the Act.

13.2 Upon request by a Shareholder, the Company will provide the Shareholder with access to or copies of the Plan.

Article 14. OTHER COVENANTS OF THE COMPANY

14.1 The Company covenants with the Eligible Employees that:

(a) the Company will comply at all times with the Plan, the Act and the Regulations;

(b) the Company will not enter into any agreement which would prohibit or restrict it from completing any of the transactions contemplated hereunder or complying with the terms hereof;

(c) in any 2 year period, the amount of equity capital raised under the Plan will not exceed Cdn$5 million or such other amount as may be permitted by the Act from time to time; and

(d) all required corporate action will be taken to duly allot and issue Shares purchased under this Plan from the treasury of the Company and, upon receipt by the Company of payment in full for Shares subscribed for hereunder, the Shares will be validly authorized and issued as fully-paid.

Article 15. PURCHASE BY OR TRANSFER TO TRUSTS

15.1 Notwithstanding any other provision of this Plan, an Eligible Employee may:

(a) purchase Shares under the Plan through a RRSP Trust; and

(b) transfer Shares purchased under the Plan to a RRSP Trust.

15.2 Where an Eligible Employee purchases Shares under the Plan through a RRSP Trust, the provisions of the Plan shall apply to the purchase by the RRSP Trust as if the purchase was being made by the Eligible Employee.

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Article 16. AMENDMENTS FOR ELIGIBILITY UNDER THE EMPLOYEE INVESTMENT ACT

16.1 For continuation under the Act, no alteration will be made to the Plan in accordance with Section 3.7 or Section 3.8 without prior approval of the Administrator and a majority of Employee Shareholders.

Article 17. LIABILITY

17.1 Neither the Company or any subsidiary of the Company, nor any directors, officers or employees of any of them will be liable for anything done or omitted by such person to any other person with respect to the price, time, quantity or other conditions or circumstances of the purchase of Shares under this Plan or with respect to any fluctuation in the price or value of Shares, or in any other manner in connection with this Plan, unless such act or omission constitutes willful misconduct on such person’s part.

Article 18. GENERAL

18.1 The Plan will be construed and enforced in accordance with the laws of British Columbia. The Company and each Participating Employee irrevocably and exclusively attorns to the jurisdiction of the courts of British Columbia and all courts having appellate jurisdiction thereover, and any proceeding commenced or maintained by a party in respect of this Plan will be commenced or maintained only in such of those courts as is appropriate.

18.2 The Administrator has not reviewed the investment merits of the Shares and in no way guarantees an investment in Shares. Assessment of the investment merit, adequacy of this Plan, and due diligence review is entirely the responsibility of Participating Employees.

18.3 Time will be of the essence in respect of this Plan.

18.4 The Plan will be binding upon the Company, its successors and assigns and will enure to the benefit of each Eligible Employee and their respective personal representatives and assignees.

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Appendix A. Plan Data

All Shares issued under this Plan will be from the un-issued and authorized treasury of the Company. All purchases will be made at the end of each Offering Period, in accordance with this Appendix A. The Shares purchased will be free trading, subject to any Toronto Stock Exchange imposed restrictions. The terms of each Share offering will be determined by the Committee and disclosed in the Disclosure Document. The general terms are as follows:

1. The Committee will determine the commencement date and term of each Offering Period. The typical Offering Period will be for six months and are anticipated to be as follows:

• January 1 to June 30

• July 1 to December 31

2. Maximum contribution per Participating Employee per Offering Period is Cdn$7,500 (Cdn$15,000/year).

3. The aggregate Share Entitlement for an Offering Period will be determined by the Committee at the time each offering is made to a maximum of 350,000 Shares over the term of this Plan. The total number of Shares available for issue in any Offering Period is calculated as the lesser of:

• The aggregate Shares Entitlement set by the Committee for the Offering Period;

• The sum of all Employee Contributions for the Offering Period divided by the Purchase Price; and

• The remaining number of Shares available for issue.

Where the start or end date of the Offering Period falls on a non-trading or non-Business Day, the Fair Market Value of the prior Business Day in which the Shares were traded will be used in determining the Purchase Price.

4. The Share Entitlement for each Participating Employee for the Offering Period is calculated as the lesser of:

• the number of Shares obtained by dividing the Participating Employee’s Contributions by the Purchase Price, rounded down to the nearest Share; and

• the pro-rated Share Entitlement calculated as the Participating Employee’s Contributions for the Offering Period, divided by the aggregate of all Employee Contributions for the Offering Period, and multiplied by the aggregate number of shares calculated in Section 3 of this Appendix, rounded down to the nearest Share.

5. Estimated number of employees covered by the Plan:

• 500

6. Plan withdrawal deadline:

• 10 Business Days before the end of each Offering Period

7. Offering Period termination deadline:

• The Committee may terminate any Offering Period up to 10 Business Days before the end of each Offering Period, and repay all Participating Employee contributions.

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Appendix B. General Form of Disclosure Document

The Company’s Most Recent Financial Statements

Appendix C: Commitment Form

Additional Form for Tax Credit Eligible Employees

Tax Credit Questionnaire

EMPLOYEE TREASURY SHARE PURCHASE PLAN COMMITMENT FORM

This commitment form must be completed and signed by Eligible Employees of Absolute Software Corporation (the “Company”) who wish to purchase shares under the Company’s 2019 Employee Share Ownership Plan (the “Plan”) during the offer period from ___ to ___.

Employee Information

Participant: Mr./Mrs./Ms.
(Circle)	Last Name	First Name	Initial
Address:
No. and Street Name            Apt.            City                         Province/State                                 Postal Code/ZIP
SIN / SSN                                                                                                                            Date of Birth
		(MM / DD / YY)

Contributions

I received and read the Disclosure Document the Company gave me. I agree to commit Cdn$_____________ for the purchase of common shares (the “Shares”) of the Company under the Plan, paid by payroll deductions, for which I authorize the Company to deduct from my wages and salary in 22 equal semi-monthly installments. My contributions will be invested as indicated in my instructions below until such time as a request for change is made. My contributions will be invested in Absolute Software Corporation’s shares as subscribed for in the Plan.

Allocation of future contributions only:

Registered Retirement Savings Plan (RRSP) Note: Group RRSP Application form must be completed	%
Non-Registered Plan (NRP)	%
Total	100%

Designation of Beneficiary (where permitted by law)

In the event of my death, I hereby designate ____________________________ as my beneficiary, if living, to receive benefits payable under the Plan, otherwise such benefits shall be payable to my estate. I hereby revoke all prior beneficiary designations. I assume full responsibility for ensuring that this designation is valid under applicable law.

Caution

In some provinces/states, designation of a beneficiary by means of a designation form will not be revoked or changed automatically by any future marriage or divorce. Should you wish to change your beneficiary in the event of a future marriage or divorce, you will have to do so by means of new designation.

Note: I agree with full knowledge, to permit the Ministry of Economic Development (B.C.) and Absolute Software Corporation to use the information collected about me in relation to the Plan, or otherwise, for any purpose relating to the Plan. I also hereby authorize them to communicate the information held on me to any person deemed necessary for the administration of the Plan. I acknowledge that my “plan participant file” will be held at the employer’s and the Ministry of Economic Development (B.C.) offices or at any other location as indicated from time to time on the understanding that I will be given access to examine and correct such information as prescribed by law.

Acceptance of Terms and Conditions

I hereby accept all of the terms and conditions of the Plan, a copy of which I have received and read. I declare all of the above information is accurate and I confirm that I am an Eligible Employee in accordance with the terms and conditions of the Plan.

Employee Signature: _____________________________________________ Date: ___________________________

For Office Use Only

Approved by Employer Representative: _____________________________________ Date: _____________________

Authorized Signature                                

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EMPLOYEE TREASURY SHARE PURCHASE PLAN

ADDITIONAL FORM FOR TAX CREDIT ELIGIBLE EMPLOYEES

(Only Tax Credit Eligible Employees need complete this Additional Form

This additional form must be completed and signed by Tax Credit Eligible Employees of Absolute Software Corporation (the “Company”) who wish to purchase shares under the Company’s Employee Share Ownership Plan (the “Plan”) during the offer period from ___ to ___.

Employee Information (Please type or print clearly)

Name (first, initials, last name): ___________________________________________________________________________

Social Insurance Number: ________________________________________ Phone: _________________________________

Address: _____________________________________________________________________________________________

_____________________________________________________________________________________________________

Note: Tax credit certificates will only be issued at the end of each calendar year after the last payment is made and the shares are issued.

Tax Credit Matters (This only applies to Tax Credit Eligible Employees. Check box below, if applicable.)

☐ Yes, I meet the criteria for a “Tax Credit Eligible Employee” set out on page 1 of the Plan share disclosure document.

I authorize the Company to apply for tax credit certificates for me and to provide the Administrator under the Act with all necessary information. I have attached my completed Tax Credit Questionnaire and confirm it is accurate. I acknowledge that under the Employee Investment Act (British Columbia) share certificates issued to Tax Credit Eligible Employees under the Plan must be held by an authorized depository (currently Royal Trust) for three years after purchase. I direct the Company to deliver the share certificate for the Shares to the depository and agree to be bound by the terms of the escrow agreement with the depository about holding of the share certificates under the Plan. I irrevocably appoint the Company as my attorney for the sole purpose of matters related to the escrow agreement.

I understand that it is my responsibility to notify the Ministry of Economic Development (B.C.) (the “Ministry”) immediately of any name or address changes.

Dated the _______ day of ____________________, 20__.

Employee Signature

Attached:	Tax Credit Questionnaire
	Absolute Software Employee Share Purchase Form

A FALSE OR MISLEADING STATEMENT IS AN OFFENCE UNDER THE EMPLOYEE INVESTMENT ACT

Absolute Software Corporation

EMPLOYEE SHARE OWNERSHIP PLAN

Tax Credit Questionnaire

(Only Tax Credit Eligible Employees need complete this Questionnaire.)

Employee Name:                                                                               SIN:                                                                     

Previous Tax Credit Related Share Transactions

I confirm that as a result of this Share purchase I will not receive credit certificates under the Act totaling more than $2,000 in value in respect of any one calendar year; and

Note:                  Provincial tax credits received as a result of investments in the Working Opportunity Fund and/or B.C. Medical Innovations Fund are included in the above calculation.

A FALSE OR MISLEADING STATEMENT IS AN OFFENSE UNDER THE EMPLOYEE INVESTMENT ACT

EX-99.2

Exhibit 99.2

ABSOLUTE SOFTWARE CORPORATION

PERFORMANCE AND RESTRICTED SHARE UNIT PLAN

Dated for Reference: December 16, 2015

Last Amended: December 13, 2018

ABSOLUTE SOFTWARE CORPORATION

PERFORMANCE AND RESTRICTED SHARE UNIT PLAN

Section 1. Interpretation and Administrative Provisions

1.1 Purpose

The purposes of the Plan are to: (i) support the achievement of the Corporation’s performance objectives; (ii) ensure that interests of key persons are aligned with the long term success of the Corporation and the creation of value for its shareholders; (iii) provide compensation opportunities to attract, retain and motivate key employees, officers and others, required for the long-term success of the Corporation and its subsidiaries; and (iv) mitigate excessive risk taking by the Corporation’s key employees.

1.2 Definitions

For the purposes of the Plan, the following terms have the following meanings:

“Adjustment Factor” means the Adjustment Factor set out in the Grant Agreement for an award of Performance Share Units, which shall not exceed a multiple of 2.0.

“Affiliate” means any entity that is an “affiliate” for purposes of the Canadian Securities Administrators National Instrument 45-106 Prospectus and Registration Exemptions, as amended from time to time.

“Applicable Withholdings” means all income taxes and statutory amounts required to be withheld.

“Award Date” means the date that incentive compensation is paid to a Participant under the Corporation’s annual incentive plan.

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

“Canadian Participant” means any Participant who is not a U.S. Participant and who is a Canadian resident for tax purposes.

“Cause” when used in relation to the termination of employment, includes any matter that would constitute lawful cause for dismissal from employment at common law and any matter included as “cause” or “Cause” in an employment agreement between the Corporation and the dismissed employee.

“Change of Control” means:

(a) The sale of all or substantially all of the assets of the Company other than to an entity which was an Affiliate of the Company prior to the sale;

(b) A reorganization, amalgamation, merger or plan of arrangement, with respect to which all or substantially all of the persons who were the beneficial owners of the Common Shares immediately prior to such reorganization, amalgamation, merger or plan of arrangement, beneficially own, directly or indirectly, less than 50 percent of the resulting voting shares on a fully-diluted basis;

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(c) A formal bid or tender offer for Common Shares being made, as a result of which the offeror and its Affiliates would, if successful, beneficially own, directly or indirectly, 50 percent or more of the Common Shares then outstanding;

(d) During any period of two consecutive years, individuals who at the beginning of the period constituted the Board of Directors (together with any new directors whose nomination for election was approved by a vote of a majority of the directors of the Company, then still in office, who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors, then in office,

(e) Any transaction determined by the Committee to be substantially similar to the above transactions;

(f) Any proposed Change of Control determined by the Committee to be a Change of Control; or

(g) Any change of control event identified in a Participant’s employment agreement.

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time and the Treasury Regulations promulgated thereunder.

“Committee” means the Compensation Committee of the Board and in the absence of such a delegation means the Board.

“Common Share” means a common share of the Corporation.

“Corporation” means Absolute Software Corporation.

“Disability” means that the Participant is deemed by a qualified physician selected by the Corporation as unable to discharge the Participant’s employment duties for the Corporation for the foreseeable future because of disease or injury.

“Dividend Performance Share Unit” has the meaning set out in Section 3.3.

“Dividend Restricted Share Unit” has the meaning set out in Section 3.3.

“Dividend Share Unit” means a Dividend Performance Share Unit or a Dividend Restricted Share Unit.

“Election Notice” means a notice substantially in the form set out as Schedule C, as amended by the Committee from time to time.

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“Eligible Person” means any employee or officer of a Participating Company and includes any such person who is on a leave of absence authorized by a Participating Company (which shall include all statutory leaves of absence).

“Expiry Date” means the Expiry Date set out in the Grant Agreement.

“Fair Market Value” means the volume weighted average trading price of a Common Share on the principal stock exchange on which the Common Shares are traded for the 5 trading days immediately preceding the applicable day (calculated as the total value of Common Shares traded over the 5 day period divided by the total number of Common Shares traded over the 5 day period).

“Grant Agreement” means an agreement substantially in the form set out as Schedule A, in the case of Performance Share Units and substantially in the form set out as Schedule B, in the case of Restricted Share Units, each as amended by the Committee from time to time.

“Grant Date” means the date the Board completes all requisite actions required to approve the grant of a Share Unit.

“Grant Term” has the meaning set out in the Grant Agreement for Restricted Share Units.

“Participant” means any Eligible Person to whom a Share Unit is granted.

“Participating Company” means the Corporation, and such of its Affiliates as are designated by the Board from time to time.

“Performance Period” has the meaning set out in the Grant Agreement for Performance Share Units.

“Performance Share Unit” means a right granted to an Eligible Person to receive, as set out in the Plan, a Common Share or, at the election of the Participant and subject to the Corporation’s consent, the Share Unit Amount, based on the achievement of the performance criteria set out in the applicable Grant Agreement.

“Plan” means this Absolute Software Corporation Performance and Restricted Share Unit Plan, as amended from time to time.

“Redemption Date” means the date elected by a Canadian Participant pursuant to Section 3.4(a) or, as applicable, the date elected by a U.S. Participant pursuant to section 3.4(b).

“Redemption Notice” means a notice substantially in the form set out as Schedule D, as amended by the Committee from time to time.

“Regulation S” means Regulation S promulgated under the U.S. Securities Act.

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“Restricted Share Unit” means a right granted to an Eligible Person to receive, as set out in the Plan, a Common Share or, at the election of the Participant and subject to the Corporation’s consent, the Share Unit Amount.

“Retirement” means the cessation of the employment of a Participant with the Participating Company where the Participant is over the age of 63 and the Participant and the Participating Company agree is a retirement from employment.

“Separation from Service” means, with respect to a U.S. Participant, the first date on or after the U.S. Participant’s Termination Date on which the Participant has a separation from service under Treasury Regulation Section 1.409A-1(h).

“Share Unit” means a Performance Share Unit or a Restricted Share Unit.

“Share Unit Account” means the notional account maintained for each Participant to which Share Units are credited.

“Share Unit Amount” has the meaning set out in Section 3.5.

“Termination Date” means the date a Participant ceases to be an Eligible Person and does not include any period of statutory, contractual or reasonable notice of termination of employment or any period of salary continuance or deemed employment.

“Treasury Regulations” means the Treasury Regulations promulgated under the Code.

“United States” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia.

“U.S. Participant” means, any Participant who is a United States citizen or United States resident alien as defined for purposes of Code Section 7701(b)(1)(A) or a U.S. Person.

“U.S. Person” has the meaning ascribed thereto in Rule 902(k) of Regulation S.

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

“Vested Performance Share Unit” has the meaning set out in Section 4.2.

“Vested Restricted Share Unit” has the meaning set out in Section 5.1.

“Vested Share Unit” means a Vested Performance Share Unit or a Vested Restricted Share Unit.

“Vesting Date” means the date or dates designated in the Grant Agreement, or such earlier date as is provided for in the Plan or is determined by the Committee.

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

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1.3 Effective Date of Plan

The effective date of the Plan is December 13, 2018.

1.4 Common Shares Reserved for Issuance

(a) The aggregate number of Common Shares available for issuance under this Plan and all other security based compensation arrangements of the Corporation shall not exceed 12% of the issued and outstanding Common Shares, provided that Common Shares reserved for issuance pursuant to Share Units which are redeemed or surrendered, cancelled or terminated without having been redeemed will again be available for issuance under this Plan and also provided that the Common Shares underlying Share Units which are redeemed for cash, Common Shares or a combination of cash and Common Shares will again be available for issuance under this Plan.

(b) Under no circumstances may the Plan, together with all of the Corporation’s other previously established or proposed security-based compensation arrangements result, at any time, in the number of Common Shares reserved for issuance pursuant to Share Units and/or other units or stock options to any one person exceeding 5% of the issued and outstanding Common Shares.

(c) Under no circumstances may the Plan, together with all of the Corporation’s other previously established or proposed security-based compensation arrangements, result, within any 12-month period, in the number of Common Shares issued to insiders exceeding 10% of the issued and outstanding Common Shares.

(d) Under no circumstances may the Plan, together with all of the Corporation’s other previously established or proposed security-based compensation arrangements, result, at any time, in the number of Common Shares issued to or issuable to insiders exceeding 10% of the issued and outstanding Common Shares.

(e) The terms “security-based compensation arrangement”, “outstanding issue”, “insider” and “insider’s associates” have the meanings attributed thereto in the Toronto Stock Exchange Company Manual.

Section 2. Administration

2.1 Administration of the Plan

Subject to the Committee reporting to the Board on all matters relating to this Plan and obtaining approval of the Board for those matters required by the Committee’s mandate, this Plan will be administered by the Committee which has the sole and absolute discretion to: (i) recommend to the Board grants of Share Units to Eligible Persons; (ii) interpret and administer the Plan; (iii) establish, amend and rescind any rules and regulations relating to the Plan; (iv) determine which Participating Company will grant Share Units; (v) establish conditions to the vesting of Share Units; (vi) set, waive and amend performance targets; and (vii) make any other determinations that the Committee deems necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan, in the manner and to the extent the Committee deems, in its sole and absolute discretion, necessary or desirable. Any decision of the Committee with respect to the administration and interpretation of the Plan shall be conclusive and binding on the Participants.

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To the extent that any Share Unit granted to a U.S. Participant is determined to constitute “nonqualified deferred compensation” within the meaning of Code Section 409A, such Share Unit shall be subject to such additional rules and requirements as specified by the Committee from time to time in order to comply with Code Section 409A. If any provision of the Plan contravenes Code Section 409A or could cause the U.S. Participant to incur any tax, interest or penalties under Code Section 409A, the Committee may, in its sole discretion and without the U.S. Participant’s consent, modify such provision to (i) comply with, or avoid being subject to, Code Section 409A, or to avoid incurring taxes, interest or penalties under Code Section 409A, and otherwise (ii) maintain, to the maximum extent practicable, the original intent and economic benefit to the U.S. Participant of the applicable provision without materially increasing the cost to any Participating Company or contravening Code Section 409A. However, the Corporation shall have no obligation to modify the Plan or any Share Unit and does not guarantee that Share Units will not be subject to taxes, interest and penalties under Code Section 409A.

2.2 Governing Law

The Plan shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

2.3 Determination of Value if Common Shares Not Publicly Traded

Should Common Shares no longer be publicly traded at the relevant time such that the Fair Market Value cannot be determined in accordance with the formula set out in the definition of that term, the Fair Market Value of a Common Share shall be determined by the Board in its sole discretion.

2.4 Taxes and Other Source Deductions

A Participating Company shall be authorized to deduct from any amount to be paid or credited hereunder any Applicable Withholdings in such manner as the Corporation determines, to the extent such Applicable Withholdings are not satisfied through the sale of Shares as provided in Section 3.5.

2.5 U.S. Participant

Notwithstanding any other provision of the Plan to the contrary:

(a) If at the time of Separation from Service the Company’s stock is publicly traded on an established securities market or otherwise, each U.S. Participant who is a “specified employee” of a Participating Company within the meaning of Section 409A(a)(2)(B)(i) of the Code and Treasury Regulation Section 1.409A-1(i), shall not receive any payment under the Plan until the first day of the seventh month following the date of such Participant’s Separation from Service (or, if earlier, the date of death).

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(b) The acceleration of the time of any payment under the Plan is prohibited except as provided in Treasury Regulation Section 1.409A-3(j)(4) and administrative guidance promulgated under Section 409A of the Code.

(c) With respect to U.S. Participants, references to a “termination of employment” or similar phrases will be construed to mean a Separation from Service.

Section 3. Share Units

3.1 Awards of Share Units

The Board may grant Share Units to Eligible Persons in its sole discretion. The award of a Share Unit to an Eligible Person at any time shall neither entitle such Eligible Person to receive nor preclude such Eligible Person from receiving a subsequent grant of Share Units.

3.2 Election to Defer Annual Incentive Compensation

Subject to the approval by the Board or the Committee, as applicable, an Eligible Person may elect to defer all or a portion of compensation to be received under the Corporation’s annual incentive program by electing to receive such compensation in the form of Restricted Share Units, by delivering to the Corporation an Election Notice not later than December 31 of the year preceding the first date of any period of services over which any compensation to be received under the annual incentive program would be earned. An Eligible Person who elects to defer incentive compensation by electing to receive such compensation in the form of Restricted Share Units will be awarded the number of Restricted Share Units determined by dividing the dollar amount of incentive compensation to be deferred by the Fair Market Value of a Common Share as at the Award Date. Elections pursuant to this section, when made, shall be irrevocable and may not be made during a period when the Eligible Person is prohibited from trading in securities of the Corporation by the Corporation’s disclosure and insider trading policy.

3.3 Crediting of Share Units and Dividend Share Units

Share Units granted to a Participant shall be credited to the Participant’s Share Unit Account on the Grant Date. Each grant of Share Units must be confirmed by a Grant Agreement that may be acknowledged electronically by the Participant. From time to time, a Participant’s Share Unit Account shall be credited with Dividend Share Units in the form of additional Performance Share Units (“Dividend Performance Share Units”) in respect of outstanding Performance Share Units or Restricted Share Units (“Dividend Restricted Share Units”) in respect of outstanding Restricted Share Units on each dividend payment date in respect of which normal cash dividends are paid on Shares. Such Dividend Share Units shall be computed as:

(a) the amount of the dividend declared and paid per Common Share multiplied by the number of Performance Share Units and Restricted Share Units, as applicable, recorded in the Participant’s Share Unit Account on the date for the payment of such dividend, divided by

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(b) the Fair Market Value of a Common Share as at the dividend payment date.

3.4 Redemption Date Notice

Participants shall elect a Redemption Date for Share Units as follows:

(a) Canadian Participants may elect at any time to redeem Vested Share Units on any date or dates after the date the Share Units become Vested Share Units and on or before the Expiry Date (the “Redemption Date”) by delivering to the Corporation a Redemption Notice; and

(b) U.S. Participants shall elect to redeem Vested Share Units on a fixed date or dates after the date the Share Units become Vested Share Units and on or before the Redemption Date provided that such election must be irrevocably made by delivering to the Corporation a Redemption Notice prior to the earlier of: (i) receipt by the U.S. Participant of each award of Share Units; and (ii) the first day of the taxable year of the U.S. Participant in which the Performance Period, or other period over which the awards is to be earned and vests, begins. For this purpose a “fixed date” may include any permissible payment event under Section 409A of the Code, for example, Separation from Service or a Change of Control (if also a change of control for purposes of Section 409A of the Code).

Provided that the Participant will continue to meet any share ownership requirements applicable to the Participant following the redemption or will hold the Common Shares received on the redemption, and provided also that if the Participant does not elect a Redemption Date in respect of an award of Share Units, the Share Units shall be redeemed on the Expiry Date.

3.5 Redemption of Share Units

The Corporation shall redeem the Vested Share Units elected or required to be redeemed by the Participant on the earlier of the elected Redemption Date and the date set out in Section 4, in the case of Performance Share Units and Section 5, in the case of Restricted Share Units, by: (i) issuing to the Participant the number of Common Shares equal to one Common Share for each whole Vested Share Unit elected to be redeemed and delivering to the Participant (A) such number of Common Shares; less (B) the number of Common Shares with a Fair Market Value equal to the Applicable Withholdings; or (ii) at the election of the Participant and subject to the consent of the Corporation, the Corporation paying to the Participant an amount (the “Share Unit Amount”) equal to: (A) the number of Vested Share Units elected to be redeemed multiplied by (B) the Fair Market Value minus (C) Applicable Withholdings; or (iii) at the election of the Participant, a combination of (i) and, subject to the consent of the Corporation, (ii). In the case of a redemption under section (i), the Participant shall be obligated to ensure that a number of Common Shares with a Fair Market Value equal to the Applicable Withholdings be sold by a third party on behalf of the Participant and the net proceeds of such sale remitted to the Corporation for further remittance by the Corporation to the appropriate taxation authorities. The Common Shares shall be issued and/or the Share Unit Amount shall be paid as a lump-sum by the Corporation within ten business days of the Redemption Date. Any partial Common Share will be forfeited with no payment.

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Notwithstanding anything to the contrary in this Section, the Corporation shall redeem each U.S. Participant’s Vested Performance Share Units and make a lump-sum payment or transfer Common Shares to the U.S. Participant no later than the earlier of the Redemption Date and the date the U.S. Participant has a Separation from Service.

3.6 Effect of Redemption of Share Units.

A Participant shall have no further rights respecting any Share Unit which has been redeemed.

3.7 Reporting of Share Units

Statements of the Share Unit Accounts will be made available to Participants periodically.

Section 4. Performance Share Units

4.1 Vesting Date

Each Performance Share Unit shall vest on the Vesting Date, conditional on the satisfaction of any additional vesting conditions established by the Committee from time to time. Dividend Performance Share Units shall vest at the same time and in the same proportion as the associated Performance Share Units.

4.2 Performance Vesting.

The number of Performance Share Units which vest on a Vesting Date (each, a “Vested Performance Share Unit”) is the number of Performance Share Units and Dividend Performance Share Units scheduled to vest on such Vesting Date multiplied by the Adjustment Factor.

4.3 Resignation, Retirement and Termination for Cause

If the employment of a Participant is terminated due to resignation or Retirement of the Participant, the Participant shall forfeit all rights, title and interest with respect to Performance Share Units and the related Dividend Share Units which are not Vested Performance Share Units at the Participant’s Termination Date. In the case of termination due to resignation or Retirement of the Participant, all Vested Performance Share Units will be redeemed as at the Participant’s Termination Date. In the case of termination by the Corporation for Cause, all Performance Share Units, whether vested or unvested, and the related Dividend Performance Share Units will immediately be cancelled as at the Participant’s Termination Date and the Participant shall forfeit all rights, title and interest with respect to Performance Share Units and the related Dividend Performance Share Units.

4.4 Termination Without Cause

If the employment of a Participant is terminated by the Corporation without Cause, all of the Participant’s unvested Performance Share Units and related Dividend Share Units shall immediately be cancelled as at the Participant’s Termination Date. The Participant’s Vested Performance Share Units shall be redeemed as at the Participant’s Termination Date. The Participant shall forfeit all rights, title and interest with respect to Performance Share Units and Dividend Share Units which are not Vested Performance Share Units at the Participant’s Termination Date.

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4.5 Death or Disability of Participant

If the employment of a Participant is terminated by the death or Disability of the Participant, all of the Participant’s Performance Share Units and related Dividend Share Units shall vest immediately prior to the date of the Participant’s death or Disability using an Adjustment Factor of 1.0 and shall be redeemed as at the date of death or Disability.

4.6 Termination following a Change of Control

Notwithstanding anything in this Section to the contrary, if the employment of a Participant is terminated by the Corporation without Cause or if the Participant resigns in circumstances constituting constructive termination, in each case, within twelve months following a Change of Control, all of the Participant’s Performance Share Units and related Dividend Share Units shall vest immediately prior to the Participant’s Termination Date using an Adjustment Factor of 1.0 and shall be redeemed as at the Termination Date.

Section 5. Restricted Share Units

5.1 Vesting Date

Each Restricted Share Unit shall vest (become a “Vested Restricted Share Unit”) on the Vesting Date, conditional on the satisfaction of any additional vesting conditions established by the Committee from time to time. Dividend Restricted Share Units shall vest at the same time and in the same proportion as the associated Restricted Share Units.

5.2 Resignation, Retirement and Termination for Cause

If the employment of a Participant is terminated due to resignation or Retirement of the Participant, the Participant shall forfeit all rights, title and interest with respect to Restricted Share Units and Dividend Restricted Share Units which are not Vested Restricted Share Units at the Participant’s Termination Date. In the case of termination due to resignation or Retirement of the Participant, all Vested Restricted Share Units will be redeemed as at the Participant’s Termination Date. In the case of termination by the Corporation for Cause, all Restricted Share Units, whether vested or unvested, and the related Dividend Restricted Share Units will immediately be cancelled as at the Participant’s Termination Date and the Participant shall forfeit all rights, title and interest with respect to Restricted Share Units and the related Dividend Restricted Share Units.

5.3 Termination Without Cause

If the employment of a Participant is terminated by the Corporation without Cause, all of the Participant’s unvested Restricted Share Units and related Dividend Share Units shall immediately be cancelled as at the Participant’s Termination Date. The Participant’s Vested Restricted Share Units shall be redeemed as at the Participant’s Termination Date. The Participant shall forfeit all rights, title and interest with respect to Restricted Share Units and Dividend Share Units which are not Vested Restricted Share Units at the Participant’s Termination Date.

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5.4 Death or Disability of Participant

If the employment of a Participant is terminated by the death or Disability of the Participant, all of the Participant’s Restricted Share Units and related Dividend Share Units shall vest immediately prior to the date of the Participant’s death or Disability and shall be redeemed as at the date of death or Disability.

5.5 Termination Following a Change of Control

Notwithstanding anything in this Section to the contrary, if the employment of a Participant is terminated by the Corporation without Cause or if the Participant resigns in circumstances constituting constructive termination, in each case, within twelve months following a Change of Control, all of the Participant’s Restricted Share Units and related Dividend Share Units shall vest immediately prior to the Participant’s Termination Date and shall be redeemed as at the Termination Date.

Section 6. Eligible Persons in the United States

6.1 No Registration

The Share Units and the underlying Common Shares have not been and will not be registered under the U.S. Securities Act, or under the securities laws of any state of the United States.

6.2 Registration Exemptions to be Relied On

Until such time as the Common Shares are listed on a national securities exchange in the United States, the Corporation intends to rely on the registration exemption provided by Rule 701 under the U.S. Securities Act and available state registration exemptions to facilitate the participation in this Plan of Eligible Persons who are U.S. Participants or persons in the United States. If such exemptions from U.S. federal and state registration requirements are not available, the Corporation may require a legal opinion of counsel or such other evidence satisfactory to the Corporation, to the effect that an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available before allowing the participation in the Plan of any Eligible Person who is a U.S. Participant or a person in the United States.

6.3 Restricted Securities

Share Units and Common Shares that are offered under the Plan to or for the account or benefit of any Eligible Person who is a U.S. Participant or a person in the United States will be issued as “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act) and may not be offered, sold, pledged, or otherwise transferred, directly or indirectly, without prior registration under the U.S. Securities Act and applicable state securities laws absent an exemption from such registration requirements.

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6.4 U.S. Legend

Certificates representing Common Shares that are restricted securities will be endorsed with the following or a similar legend until such time as it is no longer required under the applicable requirements of the U.S. Securities Act or applicable state securities laws:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION, THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION; (B)

OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF CLAUSE (C) OR (D), THE SELLER FURNISHES TO THE CORPORATION, IF REQUESTED BY THE CORPORATION, AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT “GOOD DELIVERY” OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE.”

provided, that if the Common Shares are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S in circumstances where Rule 905 of Regulation S does not apply, the legend set forth above may be removed by providing an executed declaration to the registrar and transfer agent of the Corporation, in substantially the form set forth as Appendix A attached hereto (or in such other form as the Corporation may prescribe from time to time) and, if requested by the Corporation or the transfer agent, an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation and the transfer agent to the effect that such sale is being made in compliance with Rule 904 of Regulation S and that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws; and provided, further, that, if any Common Shares are being sold otherwise than in accordance with Regulation S and other than to the Corporation, the legend may be removed by delivery to the registrar and transfer agent and the Corporation of an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.

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6.5 Eligible Persons Resident in The State of California

Eligible Persons who are residents of the State of California will be subject to the additional terms and conditions set forth in Appendix B to this Plan.

Section 7. General

7.1 Capital Adjustments

In the event of any stock dividend, stock split, combination or exchange of shares, merger, amalgamation, arrangement, consolidation, spin-off or other distribution (other than normal cash dividends) of the Corporation’s assets to shareholders, or any other change in the capital of the Corporation affecting Common Shares, the Committee will make such proportionate adjustments, if any, as the Committee in its discretion may deem appropriate to reflect such change (for the purpose of preserving the value of the Share Units), with respect to (i) the number or kind of shares or other securities on which the Share Units and Dividend Share Units are based; and (ii) the number of Share Units and Dividend Share Units; provided, however, that no substitution or adjustment will obligate the Corporation to issue or sell fractional shares.

7.2 Amendment, Suspension, or Termination of Plan

No new awards may be made under the Plan after the 10^th anniversary of the Effective Date. The Committee may amend, suspend or terminate the Plan, or any portion thereof, at any time, subject to those provisions of applicable law (including, without limitation, the rules, regulations and policies of the Toronto Stock Exchange), if any, that require the approval of shareholders or any governmental or regulatory body.

The Board may from time to time, in its absolute discretion and without the approval of the shareholders of the Corporation, make the following amendments to the Plan or any Share Unit:

(a) any amendment to the vesting provisions of the Plan and any Grant Agreement, including to accelerate, conditionally or otherwise, on such terms as it sees fit, the vesting date of a Share Unit provided that with respect to any U.S. Participant, the acceleration will not accelerate the Redemption Date;

(b) any amendment to the Plan or a Share Unit as necessary to comply with applicable law or the requirements of the applicable stock exchange or any other regulatory body having authority over the Corporation, the Plan or the shareholders of the Corporation;

(c) any amendment to the Plan and any Grant Agreement to permit the conditional redemption of any Share Unit;

(d) any amendment of a “housekeeping” nature, including, without limitation, to clarify the meaning of an existing provision of the Plan, correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan, correct any grammatical or typographical errors or amend the definitions in the Plan regarding administration of the Plan;

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(e) any amendment respecting the administration of the Plan; and

(f) any other amendment that does not require the approval of the shareholders of the Corporation including, for greater certainty, an amendment in connection with a Change of Control to assist the Participants to tender the underlying Common Shares to, or participate in, the actual or potential event or to obtain the advantage of holding the underlying Common Shares during such event; and to terminate, following the successful completion of such event, on such terms as it sees fit, the Share Units not redeemed prior to the successful completion of such event.

Shareholder approval will be required for the following amendments:

(g) amendments to the percentage of Common Shares issuable under the Plan, including an increase to a fixed maximum percentage of Common Shares, or a change from a fixed maximum percentage of Common Shares to a fixed maximum number;

(h) any amendment expanding the categories of Eligible Person which would have the potential of broadening or increasing insider participation;

(i) any amendment extending the term of a Share Unit or any rights pursuant thereto held by an insider beyond its original expiry date;

(j) the addition of any other provision which results in participants receiving Common Shares, while no cash consideration is received by the Company;

(k) any amendments which would permit the rights respecting Share Units or Dividend Share Units to be transferred or assigned other than by will or the laws of descent and distribution;

(l) amendments to this Section 7.2; and

(m) amendments required to be approved by shareholders under applicable law (including, without limitation, the rules, regulations and policies of the Toronto Stock Exchange).

If this Plan is terminated, the provisions of this Plan and any administrative guidelines, and other rules adopted by the Board and in force at the time of this Plan, will continue in effect as long as a Share Unit or any rights pursuant thereto remain outstanding. However, notwithstanding the termination of the Plan, the Board may make any amendments to the Plan or the Share Units it would be entitled to make if the Plan were still in effect.

The Board may amend or modify any outstanding Share Unit in any manner to the extent that the Board would have had the authority to initially grant the award as so modified or amended; provided that, where such amendment or modification is materially adverse to the holder, the consent of the holder is required to effect such amendment or modification.

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7.3 Non-Exclusivity

Nothing contained herein will prevent the Board from adopting other or additional compensation arrangements for the benefit of any Participant, subject to any required regulatory or shareholder approval.

7.4 Unfunded Plan

To the extent any individual holds any rights under the Plan, such rights (unless otherwise determined by the Committee) shall be no greater than the rights of an unsecured general creditor of the Corporation.

7.5 Successors and Assigns

The Plan shall be binding on all successors and assigns of the Participating Companies and each Participant, including without limitation, the legal representative of a Participant, or any receiver or trustee in bankruptcy or representative of the creditors of a Participating Company or a Participant.

7.6 Transferability of Awards

Rights respecting Share Units and Dividend Share Units shall not be transferable or assignable other than by will or the laws of descent and distribution.

7.7 Effect of Change of Control

Notwithstanding any other provision of this Plan, in the event of a Change of Control, any surviving, successor or acquiring entity shall assume any outstanding Share Units or shall substitute similar share units for the outstanding Share Units. If the surviving, successor or acquiring entity does not assume the outstanding Share Units or substitute similar share units for the outstanding Share Units, or if the Committee otherwise determines in its sole discretion, the Corporation shall give written notice to all Participants advising that the Plan shall be terminated effective immediately prior to the Change of Control and all Restricted Share Units shall be deemed to be Vested Restricted Share Units and a specified number of outstanding Performance Share Units shall be deemed to be Vested Performance Share Units and shall be redeemed as of the termination date of the Plan. The number of Performance Share Units which are deemed to be Vested Performance Share Units shall be determined in the Committee’s discretion using an Adjustment Factor of not less than 1.0 and not more than the maximum payout level. Solely for purposes of this Section 7.7, with respect to an outstanding Share Unit that is considered a deferral of compensation under Code Section 409A and Treas. Reg. Section 1.409A-1(b), the term Change of Control shall have the meaning ascribed to the term “change in control event” under Treas. Reg. Section 1.409A-3(i)(5).

7.8 No Special Rights

Nothing contained in the Plan or in any Share Unit or Dividend Share Unit will confer upon any Participant any right to the continuation of the Participant’s employment by a Participating Company or interfere in any way with the right of any Participating Company at any time to terminate that employment or to increase or decrease the compensation of the Participant. Share Units and Dividend Share Units shall not be considered Common Shares nor shall they entitle any Participant to exercise voting rights or any other rights attaching to the ownership of Common Shares, nor shall any Participant be considered the owner of Common Shares by virtue of his or her ownership of Share Units or Dividend Share Units.

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7.9 Other Employee Benefits

The amount of any compensation deemed to be received by a Participant as a result of the redemption of any Share Unit will not constitute compensation with respect to which any other employee benefits of that Participant are determined, including, without limitation, benefits under any bonus, pension, profit-sharing, insurance or salary continuation plan, except as otherwise specifically determined by the Committee.

7.10 Tax Consequences

It is the responsibility of the Participant to complete and file any tax returns which may be required under Canadian, U.S. or other applicable jurisdiction’s tax laws within the periods specified in those laws as a result of the Participant’s participation in the Plan. No Participating Company shall be held responsible for any tax consequences to a Participant as a result of the Participant’s participation in the Plan. With respect to any U.S. Participant, if withholding tax liabilities arise on Share Units prior to the time the Share Units are due to be redeemed, a Participating Company may withhold amounts from the Participant’s other compensation to the extent necessary to cover the withholding taxes, or the Participant may be required to otherwise cover his or her portion of the withholding taxes.

7.11 No Liability

No Participating Company shall be liable to any Participant for any loss resulting from a decline in the market value of any Common Shares.

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SCHEDULE A

ABSOLUTE SOFTWARE CORPORATION PERFORMANCE AND RESTRICTED SHARE UNIT PLAN

GRANT AGREEMENT FOR PERFORMANCE SHARE UNITS

[Name of Employee] (the “Participant”)

Pursuant to the Absolute Software Corporation Performance and Restricted Share Unit Plan effective December 13, 2018 (the “Plan”) and in consideration of services provided to any Participating Company by the Participant, Absolute Software Corporation hereby grants to the Participant Performance Share Units under the Plan.

All capitalized terms not defined in this Grant Agreement have the meaning set out in the Plan. No cash or other compensation shall at any time be paid in respect of any Share Units or Dividend Share Units which have been forfeited or terminated under the Plan or on account of damages relating to any Share Units or Dividend Share Units which have been forfeited or terminated under the Plan.

The Adjustment Factor for the Performance Share Units is determined as follows:

[Performance Criteria]	Adjustment Factor
Less than $XX	0
$XX	50% (Threshold)
$YY	100% (Target)
$ZZ or more	200% (Maximum)

The Adjustment Factor for performance between the numbers set out above is interpolated on a straight line basis.

[                ] is defined as •

The Committee may make such adjustments as it deems reasonable and appropriate in determining [                ] and the Adjustment Factor to be applied for the Performance Period.

The Vesting Date for this award is                , 20__. The Performance Period for the award is                 , 20__ to                 , 20__. The Expiry Date of the award is ____________, 20__.

Absolute Software Corporation and the Participant understand and agree that the granting and redemption of these Performance Share Units and any related Dividend Performance Share Units are subject to the terms and conditions of the Plan, a copy of which has been provided to the Participant all of which are incorporated into and form a part of this Grant Agreement. For greater certainty, the Participant authorizes the sale of a sufficient number of Common Shares to pay Applicable Withholdings on the redemption of any Performance Share Units.

		ABSOLUTE SOFTWARE CORPORATION
DATED	Per

I agree to the terms and conditions set out herein and confirm and acknowledge that I have not been induced to enter into this agreement or acquire any Performance Share Units by expectation of employment or continued employment with any Participating Company.

Name:

SCHEDULE B

ABSOLUTE SOFTWARE CORPORATION PERFORMANCE AND RESTRICTED SHARE UNIT PLAN

GRANT AGREEMENT FOR RESTRICTED SHARE UNITS

[Name of Employee] (the “Participant”)

Pursuant to the Absolute Software Corporation Performance and Restricted Share Unit Plan effective, December 13, 2018 (the “Plan”), and in consideration of services provided to any Participating Company by the Participant Absolute Software Corporation hereby grants to the Participant Restricted Share Units under the Plan.

All capitalized terms not defined in this Grant Agreement have the meaning set out in the Plan. No cash or other compensation shall at any time be paid in respect of any Share Units or Dividend Share Units which have been forfeited or terminated under the Plan or on account of damages relating to any Share Units or Dividend Share Units which have been forfeited or terminated under the Plan.

The Vesting Dates for this award are                , 20__, as to one third (1/3),                         , 20__, as to an additional one third (1/3) and                 , 20__, as to the final one third (1/3). The Expiry Date of the award is                     , 20__. The Grant Term for this award is                 , 20__, to                 , 20__. Subject to any provisions to the contrary in an Election Notice, Absolute Software Corporation and the Participant understand and agree that the granting and redemption of these Restricted Share Units and any related Dividend Restricted Share Units are subject to the terms and conditions of the Plan, a copy of which has been provided to the Participant, all of which are incorporated into and form a part of this Grant Agreement. For greater certainty, the Participant authorizes the sale of a sufficient number of Common Shares to pay Applicable Withholdings on the redemption of any Restricted Share Units.

		ABSOLUTE SOFTWARE CORPORATION
DATED	Per

I agree to the terms and conditions set out herein and confirm and acknowledge that I have not been induced to enter into this agreement or acquire any Restricted Share Units by expectation of employment or continued employment with any Participating Company.

Name:

SCHEDULE C

ABSOLUTE SOFTWARE CORPORATION PERFORMANCE AND RESTRICTED SHARE UNIT PLAN

ELECTION NOTICE FOR RESTRICTED SHARE UNITS

To: Absolute Software Corporation

Pursuant to the Absolute Software Corporation Performance and Restricted Share Unit Plan effective December 13, 2018 (the “Plan”), the undersigned hereby elects to receive

O                  %;

O $                ; or

O All of the Participant’s incentive award in excess of $                

of the undersigned’s annual incentive award in respect of the year ending                 , 20__, in the form of Restricted Share Units under the Plan. This election is irrevocable for such annual incentive award.

Notwithstanding any other provision of the Plan or the Grant Agreement, the Restricted Share Units awarded pursuant to this Election Notice will vest immediately.

All capitalized terms not defined in this Election Notice have the meaning set out in the Plan. No cash or other compensation shall at any time be paid in respect of any Share Units or Dividend Share Units which have been forfeited or terminated under the Plan or on account of damages relating to any Share Units or Dividend Share Units which have been forfeited or terminated under the Plan.

Subject to any provisions to the contrary in this Election Notice, Absolute Software Corporation and the Participant understand and agree that the granting and redemption of these Restricted Share Units are subject to the terms and conditions of the Plan, a copy of which has been provided to the Participant, all of which are incorporated into and form a part of this Election Notice.

DATED
	Name:

SCHEDULE D

ABSOLUTE SOFTWARE CORPORATION PERFORMANCE AND RESTRICTED SHARE UNIT PLAN

REDEMPTION NOTICE

To: Absolute Software Corporation

Pursuant to Absolute Software Corporation Performance and Restricted Share Unit Plan effective December 13, 2018 (the “Plan”), the undersigned hereby elects to redeem:

O ______________ of the undersigned’s Vested Performance Share Units and related Dividend Performance Share Units; and

O ______________ of the undersigned’s Vested Restricted Share Units and related Dividend Performance Share Units

on ______________________.

[date]

The undersigned elects to redeem:

O ______________% of the Vested Share Units and related Dividend Share Units by receiving the Share Unit Amount, subject to the consent of the Corporation

All capitalized terms not defined in this Redemption Notice have the meaning set out in the Plan. No cash or other compensation shall at any time be paid in respect of any Share Units or Dividend Share Units which have been forfeited or terminated under the Plan or on account of damages relating to any Share Units or Dividend Share Units which have been forfeited or terminated under the Plan.

The undersigned understands and agrees that the granting and redemption of these Share Units are subject to the terms and conditions of the Plan which are incorporated into and form a part of this Redemption Notice.

DATED
	Name:

APPENDIX A

ABSOLUTE SOFTWARE CORPORATION

PERFORMANCE AND RESTRICTED SHARE UNIT PLAN

FORM OF DECLARATION FOR REMOVAL OF LEGEND

To: Absolute Software Corporation (the “Corporation”)

And To: The Registrar and Transfer Agent for the Corporation’s Common Shares

The undersigned (A) acknowledges that the sale of ______________ (the “Securities”) of the Corporation, represented by certificate number _______________, to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and (B) certifies that (1) the undersigned is not (a) an “affiliate” of the Corporation (as that term is defined in Rule 405 under the U.S. Securities Act), except solely by virtue of being an officer or director of the Corporation, (b) a “distributor” or (c) an affiliate of a distributor; (2) the offer of such Securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (b) the transaction was executed on or through the facilities of the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange or another “designated offshore securities market”, and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States; (3) neither the seller nor any affiliate of the seller nor any person acting on their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities; (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the Securities are “restricted securities” (as that term is defined in Rule 144(a)(3) under the U.S. Securities Act); (5) the seller does not intend to replace such securities with fungible unrestricted securities; and (6) the contemplated sale is not a transaction, or part of a series of transactions, which, although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.

Dated:
	Signature of individual (if Securityholder is an individual)
	Authorized signatory (if Securityholder is not an individual)
	Name of Securityholder (please print)
	Name of authorized signatory (please print)
	Official capacity of authorized signatory (please print)

Affirmation by Seller’s Broker-Dealer

(required for sales pursuant to Section (B)(2)(b) above)

We have read the foregoing representations of our customer, ____________________(the “Seller”) with regard to the sale, for such Seller’s account, of ____________________common shares (the “Shares”) of the Corporation represented by certificate number. We have executed sales of the Securities pursuant to Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), on behalf of the Seller. In that connection, we hereby represent to you as follows:

(1) no offer to sell Shares was made to a person in the United States;

(2) the sale of the Shares was executed in, on or through the facilities of the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange or another designated offshore securities market (as defined in Rule 902(b) of Regulation S under the U.S. Securities Act), and, to the best of our knowledge, the sale was not pre-arranged with a buyer in the United States;

(3) no “directed selling efforts” were made in the United States by the undersigned, any affiliate of the undersigned, or any person acting on behalf of the undersigned; and

(4) we have done no more than execute the order or orders to sell the Shares as agent for the Seller and will receive no more than the usual and customary broker’s commission that would be received by a person executing such transaction as agent.

For purposes of these representations: “affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the undersigned; “directed selling efforts” means any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the Securities (including, but not be limited to, the solicitation of offers to purchase the Securities from persons in the United States); and “United States” means the United States of America, its territories or possessions, any State of the United States, and the District of Columbia.

Legal counsel to the Company shall be entitled to rely upon the representations, warranties and covenants contained in this letter to the same extent as if this letter had been addressed to them.

Yours truly,

Name of Firm

By:

Title:

Dated:

APPENDIX B

ABSOLUTE SOFTWARE CORPORATION

PERFORMANCE AND RESTRICTED SHARE UNIT PLAN

PROVISIONS APPLICABLE TO CALIFORNIA RESIDENTS

This Appendix B to the Absolute Software Corporation Performance and Restricted Share Unit Plan effective December 13, 2018 (the “Plan”) shall have application only to Eligible Person who are residents of the State of California. Capitalized terms contained herein shall have the same meanings given to them in the Plan, unless otherwise provided in this Appendix B. Notwithstanding any provision contained in the Plan to the contrary and to the extent required by applicable law, the following terms and conditions shall apply to all purchases of Common Shares under the Plan by residents of the State of California, until such time as the Common Shares are listed on a national securities exchange within the meaning of Section 25100(o) of the California Corporations Code:

The maximum number of Common Shares that may be allotted for issuance under Plan is as set out in §1.8 of the Plan.

Share Units and the underlying Common Shares shall be non-transferrable other than by will or the laws of descent and distribution, to a revocable trust, or as permitted by Rule 701 under the U.S. Securities Act.

No Shares may be issued under the Plan to a resident of California more than ten years after the earlier of the date of adoption of the Plan by the Board and the date this Appendix B is approved by the shareholders.

The Plan or agreement must be approved by a majority of the outstanding securities entitled to vote by the later of (1) within 12 months before or after the date the Plan is adopted or (2) prior to or within 12 months of the granting of any option or issuance of any security under the Plan in the State of California. Any right of participation under the Plan granted to any person in the State of California that is exercised before security holder approval is obtained must be rescinded if security holder approval is not obtained in the manner described in the preceding sentence. Such securities shall not be counted in determining whether such approval is obtained.

EX-99.3

Exhibit 99.3

ABSOLUTE SOFTWARE CORPORATION

2000 SHARE OPTION PLAN

Dated for Reference March 16, 2000

Last Amended December 13, 2018

PART 1

DEFINITIONS AND INTERPRETATION

Definitions

1.1 In this Share Option Plan:

(a) Affiliate means any entity that is an “affiliate” for purposes of the Canadian Securities Administrators National Instrument 45-106 Prospectus and Registration Exemptions, as amended from time to time.

(b) Associate has the meaning ascribed thereto in the Securities Act (British Columbia);

(c) Board means the board of directors of the Company;

(d) Cause means when used in relation to the termination of employment, includes any matter that would constitute lawful Cause for dismissal from employment at common law and any matter included as “cause” or “Cause” in an employment agreement between the Company and the dismissed employee.

(e) CFO means the Chief Financial Officer of the Company from time to time;

(f) Change of Control means

(i) The sale of all or substantially all of the assets of the Company other than to an entity which was an Affiliate of the Company prior to the sale;

(ii) A reorganization, amalgamation, merger or plan of arrangement, with respect to which all or substantially all of the persons who were the beneficial owners of the Common Shares immediately prior to such reorganization, amalgamation, merger or plan of arrangement, beneficially own, directly or indirectly, less than 50 percent of the resulting voting shares on a fully-diluted basis;

(iii) A formal bid or tender offer for Common Shares being made, as a result of which the offeror and its Affiliates would, if successful, beneficially own, directly or indirectly, 50 percent or more of the Common Shares then outstanding;

(iv) During any period of two consecutive years, individuals who at the beginning of the period constituted the Board (together with any new directors whose nomination for election was approved by a vote of a majority of the directors of the Company, then still in office, who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board, then in office,

(v) Any transaction determined by the Board to be substantially similar to the above transactions;

(vi) Any proposed Change of Control determined by the Board to be a Change of Control; or

(vii) Any change of control event identified in an Optionee’s employment agreement.

(g) Common Shares means Common shares without par value in the capital of the Company;

(h) Convertible Securities means securities convertible into, exchangeable for or representing the right to acquire Common Shares;

(i) Company means Absolute Software Corporation;

(j) Director means a director of the Company;

(k) Effective Date of an Option means the date on which the Option is granted, whether or not the grant is subject to any Regulatory Approval;

(l) Employee means a bona fide employee of the Company or of a Subsidiary, and includes

(i) a bona fide permanent part-time employee of the Company or a Subsidiary, and

(ii) a bona fide consultant of the Company or of a Subsidiary who is approved for participation in this Share Option Plan by the Board and in respect of whom the Company has qualified by way of an exemption, or has obtained an order from any securities commission or other regulatory authority having jurisdiction over the granting of options to consultants, permitting granting of the Option provided that if the consultant is located in the United States, the consultant is a natural person and is not providing services in connection with the offer or sale of securities in a capital-raising transaction, and does not directly or indirectly promote or maintain a market for the issuer’s securities;

(m) Expiry Date of an Option means the day on which an Option lapses;

(n) Insider means

(i) an insider of the Company as defined in the Securities Act (British Columbia), other than a person who is an insider solely by virtue of being a director or senior officer of a Subsidiary, and

(ii) an Associate of a person who is an Insider by virtue of §(i);

(o) Officer means an individual who is an officer of the Company;

(p) Option means a right to purchase Common Shares granted under this Share Option Plan to an Officer or Employee;

(q) Outstanding Issue means the number of Common Shares outstanding on a non-diluted basis;

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(r) Option Commitment means the notice of grant of an Option delivered by the Company to an Optionee and substantially in the form of the Schedule I hereto;

(s) Optioned Shares means Common Shares subject to an Option;

(t) Optionee means an individual to whom an Option is granted by the Company under this Share Option Plan;

(u) Performance and Restricted Share Unit Plan means the performance and restricted share unit plan dated for reference December 16, 2015 as amended on December 13, 2018 and as further amended from time to time;

(v) Plan Administrator means Solium Capital or any other entity appointed to administer the Share Option Plan from time to time;

(w) Regulatory Approval means the approval of the Toronto Stock Exchange and every other stock exchange or securities regulatory agency whose approval is required in the circumstances;

(x) Retired means the cessation of the employment of an Officer or Employee with the Company where the Officer or Employee is over the age of 63 and the Officer or Employee and the Company agree is a retirement from employment.

(y) Share Compensation Arrangement means any stock option, stock option plan, share distribution plan or any other compensation or incentive mechanism involving the issuance or potential issuance of shares to any Director, Officer or Employee, including a share purchase from treasury which is financially assisted by the Company by way of a loan, guaranty or otherwise;

(z) Share Option Plan means this 2000 Share Option Plan, as amended from time to time;

(aa) Subscription Price means the amount payable on an exercise of an Option;

(bb) Subsidiary means a subsidiary as determined under the Business Corporations Act (British Columbia);

(cc) Total Disability means that the Employee or Officer is deemed by a qualified physician selected by the Company as unable to discharge their employment duties for the Company for the foreseeable future because of disease or injury;

(dd) a reference to a statute includes all regulations made thereunder, all amendments to the statute or regulations in force from time to time, and any statute or regulation that supplements or supersedes such statute or regulations; and

(ee) the words “the last day on which the Officer or Employee worked for the Company or a Subsidiary of the Company” means, with respect to an Officer or Employee whose employment has been terminated by the Company or a Subsidiary of the Company

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(i) other than for Cause, either

(A) the day specified by the Company or such Subsidiary in writing to the Officer or Employee as being the last day on which the Officer or Employee is to work for the Company or a Subsidiary of the Company, or

(B) if such Officer or Employee is given pay in lieu of advance notice of a pending effective date of termination, the day on which such notice of termination is given in writing by the Company or such Subsidiary to the Officer or Employee,

and in both cases the day shall be determined without giving effect to, and will not be extended or changed by, any reasonable notice period that would otherwise be required under applicable law or wrongful dismissal, and

(ii) for Cause, the day on which the notice of termination was given.

PART 2

SHARE OPTION PLAN

Purpose of Share Option Plan

2.1 The purpose of this Share Option Plan is to recognize contributions made by Officers and Employees and to provide for an incentive for their continuing relationship with the Company and its Subsidiaries.

Eligibility

2.2 Options to purchase unissued Common Shares may be granted from time to time under this Share Option Plan by the Board, on the recommendation of the Chief Executive Officer of the Company, to Officers and Employees.

Incorporation of Terms of Share Option Plan

2.3 Subject to specific variations approved by the Board, all terms and conditions set out herein will be deemed to be incorporated into and form part of each Option granted under this Share Option Plan.

Maximum Shares to be Allotted

2.4 The maximum aggregate number of Common Shares that may be allotted for issuance under this Share Option Plan, is 12% of the Outstanding Issue at any time on a non-diluted basis, less the aggregate number of Common Shares then reserved for issuance pursuant to any other Share Compensation Arrangement including, without limitation, the Performance and Restricted Share Unit Plan. For greater certainty, if Options granted under this Share Option Plan are exercised for Common Shares or are surrendered, terminated or expire without being exercised, the Common Shares reserved for issuance pursuant to this Share Option Plan will be available for new Options granted under this Share Option Plan, and for, without limitation, Common Shares granted under the Performance and Restricted Share Unit Plan.

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PART 3

TERMS AND CONDITIONS OF OPTIONS

Subscription Price

3.1 The Subscription Price per Common Share to be acquired on the exercise of an Option will be the closing price per share for the Common Shares on the Toronto Stock Exchange on the last trading day on such exchange before the Effective Date of the Option.

Term of Options

3.2 The term of an Option will be such period after the Effective Date thereof, not exceeding 7 years, as the Board determines at the time of granting of the Option. Notwithstanding the expiration date applicable to any option, if an option would otherwise expire during or within five business days after the expiration of a Black-out Period applicable to the relevant Optionee, then such option shall expire ten business days following the expiration of the applicable Black-out Period. For the purposes of this §3.2, “Black-out Period” means the period during which the Company has imposed restrictions on its Insiders and certain other persons pursuant to its insider trading and disclosure policies.

Vesting of Option Rights

3.3 Except as otherwise provided pursuant to §3.4, §3.5 or §3.6, an Option may be exercised from time to time

(a) at any time after the first, second, third or fourth year of the term of the Option as to a total number of shares not exceeding one-quarter of the Optioned Shares in each such year, and

(b) in addition, during any year of the term of the Option, as to a total number of shares not exceeding the number of Optioned Shares as to which the Option could have been exercised but was not exercised during the preceding year, whether pursuant to §(a) or this §(b).

Variation of Vesting Periods

3.4 If the Board determines with respect to an Optionee that it is desirable to grant to the Optionee an Option for which the vesting of rights should be other than as provided in §3.3 or that it is desirable to alter the vesting periods of any particular Option, it may fix the vesting of that Option before or after its grant in such manner as it determines in its discretion; however, the vesting of that Option shall not be changed so as to make the Option exercisable during the first year of the term of the Option.

3.5 Notwithstanding anything herein to the contrary, if the employment of an Optionee is terminated by the Company without Cause or if the Optionee resigns in circumstances constituting constructive termination, in each case, within twelve months following a Change of Control, all of the Optionee’s Options shall vest immediately prior to the Optionee’s date of termination.

Limitation on Right to Exercise

3.6 No Option may be exercised after 5:00 p.m. Pacific Standard Time on the last day on which the Officer or Employee worked for the Company or a Subsidiary of the Company (being the “particular time”), except as follows:

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(i) upon the death or Total Disability of an Optionee, all Options shall vest immediately prior to the Optionee’s death or Total Disability and become exercisable by the personal representatives of the Optionee, from time to time no later than the earlier of the Expiry Date of the Option and six months after the particular time, as to a total number of shares not exceeding the number of shares as to which the Optionee did not exercise the Option before the particular time, including shares as to which pursuant to §3.3 or §3.4 the Optionee was at the particular time not yet entitled to exercise the Option;

(ii) an Option that would otherwise so cease to be exercisable by reason that the particular time is the effective time that the Optionee has Retired may be exercised by the Optionee or, if the Optionee dies after the particular time, the personal representatives of the Optionee, from time to time no later than the earlier of the Expiry Date of the Option and three years after the particular time, as to a total number of shares not exceeding the number of shares as to which the Optionee did not exercise the Option before the particular time, including shares as to which pursuant to §3.3 or §3.4 the Optionee was at the particular time not yet entitled to exercise the Option;

(iii) an Option that would otherwise so cease to be exercisable by reason that, in circumstances in which neither §(i) nor §(ii) applies,

(A) the particular time

(I) is 5:00 p.m. Pacific Standard Time on the last day on which the Officer or Employee worked for the Company or a Subsidiary of the Company, where the office or employment was terminated for Cause, and

(II) except where the office or employment was terminated for Cause, is not a time immediately before which the office might have been terminated by the Company or a Subsidiary of the Company, and may be exercised by the Optionee or, if the Optionee dies after the particular time, the personal representatives of the Optionee, from time to time no later than 5:00 p.m. Pacific Standard Time on the earlier of the Expiry Date of the Option and the day that is 30 days after the particular time, as to a total number of shares not exceeding the number of shares as to which the Optionee was entitled to and did not exercise the Option immediately before the particular time.

Non Assignability

3.7 Except as provided in §3.6, an Option may be exercised only by the Optionee to whom it is granted and will not be assignable.

Adjustment

3.8 The number of Common Shares subject to an Option and the price per share payable on exercise of an Option will be subject to adjustment in the events and in the manner following:

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(a) if the Common Shares are subdivided or consolidated after the Effective Date of an Option, or the Company pays to holders of Common Shares of record as of a date after the Effective Date of an Option a dividend payable in Common Shares,

(i) the number of Common Shares which would be acquired on any exercise of the Option thereafter will be adjusted to the number of such shares that the Optionee would hold through the combined effect of such exercise and such subdivision, consolidation or stock dividend if the time of the subdivision or consolidation or the record date of such stock dividend had been immediately after the exercise,

(ii) the price per share payable on such an exercise of such an Option will be adjusted in inverse proportion to the adjustment under §(i) in the number of shares that may be acquired or such exercise,

and the number of such shares referred to in §2.4, §5.3 and §5.4 and considered as previously allotted for the purposes of applying §2.4, §5.3 and §5.4 will be correspondingly adjusted;

(b) if there is any capital reorganization, reclassification or other change or event affecting the Common Shares to which §(a) does not apply, the Board will determine whether in the circumstances it is just and equitable that there be some alteration in the securities or other consideration to be acquired by Optionees on the exercise of Options then outstanding and will make such amendments to the Share Option Plan as the Board considers appropriate in the circumstances to ensure a just and equitable result;

(c) the Company will not be required to issue any fractional share in satisfaction of its obligations hereunder or make any payment in lieu thereof.

Disputes

3.9 If any question arises at any time with respect to the Subscription Price or number of Optioned Shares deliverable upon exercise of an Option in any of the events set out in §3.8, such question will be conclusively determined by the Company’s auditors, or, if the auditors decline to so act, any other firm of chartered accountants in Vancouver, British Columbia that the Company may designate, and such auditors or other firm will have access to all appropriate records and its determination will be binding upon the Company and each Optionee.

PART 4

PROCEDURE

Option Commitment

4.1 Upon the granting of an Option hereunder the Chief Executive Officer of the Company will deliver to the Optionee an Option Commitment detailing the terms of the Option and upon such delivery the Optionee will be a participant in this Share Option Plan and have the right to purchase the Optioned Shares at the Subscription Price set out therein, subject to the terms of this Share Option Plan.

4.2 Upon the occurrence of an event to which §3.8 applies, the Chief Executive Officer of the Company may, and if so directed by the Board will, deliver to any Optionee with respect to any Option a revised Option Commitment, identified as such, with respect to shares as to which the Option has not been exercised, reflecting the application of §3.8 by reason of that event.

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Manner of Exercise

4.3 An Optionee being entitled to and wishing to exercise an Option may do so only by delivering to the Company at its head office or to such other place as the Company may direct in writing

(a) a written notice addressed to the Company substantially in the form set forth in Appendix A to Schedule I hereto specifying the number of Optioned Shares being acquired pursuant to the Option, and

(b) a certified cheque or bank draft payable to the Company for the aggregate Subscription Price for the Optioned Shares being acquired;

or to exercise an Option on a cashless basis, the Optionee may do so under any cashless exercise program offered by the Plan Administrator that is approved by the CFO from time to time. The CFO may direct the Plan Administrator to offer, amend, suspend, cease offering or offer again any cashless exercise feature to the Company’s Optionees from time to time. Any cashless exercise program authorized under this section shall be available only while offered by the Plan Administrator and while approved by the CFO. Any such cashless exercise program may be revoked, amended or discontinued at any time without prior notice or liability to any Optionee.

4.4 Notwithstanding anything else contained in this Share Option Plan, the Company may, from time to time, implement such other procedures and conditions as it determines appropriate with respect to the payment, funding or withholding of amounts required by law to be withheld on the exercise of Options under this Share Option Plan.

Tax Matters and Applicable Withholding Tax

4.5 The Company does not assume any responsibility for or in respect of the tax consequences of the grant of Options to Optionees, the exercise of Options by Optionees, or the tax consequences otherwise arising to Optionees in respect of participation in this Plan. The Company may, as a condition of exercise of Options or issuance of Optioned Shares or delivery of a share certificate, require the Optionee to deliver cash or certified cheque payable to the Company for the amount of such taxes and other amounts as the Company determines in its discretion should be paid in order to fund, or otherwise permit the Company or any relevant affiliate to comply with, the applicable requirements under the provisions of any federal, provincial, foreign, state or local law relating to the withholding or remittance of tax, social security or similar payment, or other required deductions or remittances (herein, “Applicable Withholding Tax”), or require the Optionee to deliver undertakings to, or indemnities in favour of, the Company and/or any relevant affiliate in this regard in its discretion. Notwithstanding anything else contained in this Plan, the Company may from time to time, implement all such other procedures and conditions as it determines appropriate with respect to the payment, funding or withholding of the Applicable Withholding Tax, including but not limited to the selling of Optioned Shares on such terms and conditions as the Company may determine.

Share Certificates

4.6 Upon an exercise of an Option the Company will direct its transfer agent to issue a share certificate (or, in the case of the issuance of uncertificated shares where permitted, to record an electronic entry in the share register) to an Optionee for the appropriate number of Optioned Shares not later than five days thereafter.

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PART 5

GENERAL PROVISIONS

Effective Date of Plan

5.1 This Share Option Plan will become effective on the later of the receipt of Regulatory Approval for this Share Option Plan and December 13, 2018.

Administration

5.2 The Board will be responsible for the general administration of this Share Option Plan, the proper execution of its provisions, the interpretation of this Share Option Plan and the determination of all questions arising pursuant to this Share Option Plan, and without limiting the generality of the foregoing, the Board will have the power to grant Options pursuant to this Share Option Plan and allot Common Shares for issuance on the exercise of Options.

Limitations on Issue

5.3 The number of Common Shares reserved for issue to any person under this Share Option Plan may not exceed 5% of the Outstanding Issue.

5.4 In addition to the limitations set out in §5.3, the number of Common Shares under this Share Option Plan, or when combined with any other Share Compensation Arrangement,

(a) issued to Insiders within any one-year period may not exceed 10% of the Outstanding Issue at that time, and

(b) issuable to Insiders at any time may not exceed 10% of the Outstanding Issue at that time.

5.5 For the purposes of §5.4, Common Shares issuable to an Insider pursuant to a stock option or other entitlement that was granted before the person became an Insider will be excluded in determining the number of Common Shares issuable to Insiders.

Amendment

5.6 Subject to Regulatory Approval, and without shareholder approval, the Board may amend, suspend, terminate or discontinue this Share Option Plan, or revoke or alter any action taken pursuant to this Share Option Plan, except that no amendment, suspension, termination or discontinuance of this Share Option Plan will alter or impair any Option without the written consent of the Optionee. Provided, however, that if the Board wishes to: (i) increase the aggregate number of Common Shares reserved under this Share Option Plan, (ii) extend the option period of Options granted pursuant to this Share Option Plan, (iii) reduce the Subscription Price of options granted pursuant to this Share Option Plan, (iv) cancel and reissue any Option, (v) amend to remove or to exceed the Insider participation limit set out in §5.4, (vi) remove the non-transferability limits set out in §6.7 or to permit the transfer or assignment of Options other than by will or the laws of descent and distribution, (vii) expand the categories of eligible Optionees which would have the potential of broadening or increasing insider participation or (viii) amend the amending provisions set out in this §5.6 and §5.7, shareholder approval will be required. Notwithstanding any other provision of this Share Option Plan, no amendment or modification shall provide for an Subscription Price of an Option to be lower than the closing sale price for board lots of common shares on the Toronto Stock Exchange on the business day immediately prior to the date of the grant of any such option.

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5.7 Without limiting the generality of the foregoing, the Board may make the following amendments to this Share Option Plan, without obtaining shareholder approval:

(a) amendments to the terms and conditions of this Share Option Plan necessary to ensure that the Plan complies with the applicable regulatory requirements, including without limitation the rules of the Toronto Stock Exchange or any national securities exchange or system on which the stock is then listed or reported, or by any regulatory body having jurisdiction with respect thereto;

(b) the addition of a cashless exercise feature, payable in cash or securities, whether or not such feature provides for a full deduction of the number of underlying securities from the Share Option Plan reserve, and the subsequent removal or amendment thereof;

(c) a change to the termination provisions of a security or this Share Option Plan which does not entail an extension beyond the original expiry date;

(d) amendments to the provisions of this Share Option Plan respecting administration of this Share Option Plan and eligibility for participation under this Share Option Plan;

(e) amendments to the provisions of this Share Option Plan respecting the terms and conditions on which options may be granted pursuant to the Share Option Plan, including the provisions relating to the Subscription Price, the option period, and the vesting schedule;

(f) the addition of any form of financial assistance by the Company for the acquisition by all or certain categories of participants of Common Shares under the Share Option Plan, and the subsequent amendment of any such provision which is more favourable to participants;

(g) amendments to the Share Option Plan that are of a “housekeeping nature”;

(h) any amendments necessary to suspend or terminate the Share Option Plan; and

(i) any other amendment, whether fundamental or otherwise, not requiring shareholder approval under applicable law (including, without limitation, the policies of the Toronto Stock Exchange).

Governing Law

5.8 This Share Option Plan will be construed in accordance with and the rights of the Company and each Optionee will be governed by the laws of British Columbia and the laws of Canada applicable therein.

Notice

5.9 Each notice, demand or communication required or permitted to be given under this Share Option Plan will be in writing and will be delivered to the person to whom it is addressed, and the date of delivery of such notice, demand or communication will be the date of receipt by the addressee.

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Employment

5.10 Nothing contained in this Share Option Plan will confer upon any Optionee or Employee any right with respect to employment or continuance of employment with the Company or a Subsidiary, or interfere in any way with the right of the Company or a Subsidiary to terminate the Optionee’s or Employee’s employment at any time. Participation in this Share Option Plan by an Optionee or Employee will be voluntary.

No Representation or Warranty

5.11 The Company makes no representation or warranty as to the future market value of Common Shares issued in accordance with the provisions of this Share Option Plan. Notwithstanding any other provision of this Share Option Plan, the Company has no obligation to issue or deliver any Common Shares under this Share Option Plan or to make any other distribution of benefits hereunder unless such issuance, delivery or distribution would comply with all applicable laws and the applicable requirements of any securities exchange or similar entity.

Prohibition on Price Amendment

5.12 Subject to §3.8, the Subscription Price per Common Share under an Option that has been issued will not, after the issue of the Option, be amended to lower the price unless the disinterested shareholders of the Company approve such reduction.

Compliance with Securities Laws

5.13 No Shares or other assets shall be issued or delivered under this Share Option Plan unless and until the Company has determined that there has been full and adequate compliance with all Canadian and United States and any other applicable jurisdiction’s federal, provincial and state securities laws and regulations. The Board may require the Optionee to make such warranties and representations as are necessary to satisfy the various securities laws.

5.14 Shares issued under the Share Option Plan shall bear such restrictive legends as the Board deems necessary or appropriate.

PART 6

INCENTIVE STOCK OPTION PROVISIONS FOR U.S. RESIDENTS

U.S. Employees

6.1 The Board is authorised under this Share Option Plan, in its sole discretion, to issue Options to U.S. residents as nonqualified stock options or as incentive stock options, which will be appropriately designated. For purposes of this Share Option Plan, an “incentive stock option” is an Option intended to qualify as such under Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). To the extent required by Section 422 of the Code, incentive stock options will be subject to the following additional terms and conditions.

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Eligible Employees

6.2 Only individuals who are employees of the Company or one of its subsidiary corporations may be granted incentive stock options. For purposes of this Part, “subsidiary corporation” has the meaning attributed to that term for purposes of Section 422 of the Code.

Maximum Shares to be Issued as Incentive Stock Options

6.3 The maximum aggregate number of Common Shares that may be issued as incentive stock options under this Share Option Plan, subject to adjustment in accordance with §3.8, is 4,846,000.

Dollar Limitation

6.4 To the extent the aggregate fair market value (determined as of the Effective Date of an Option) of Common Shares with respect to which incentive stock options are exercisable for the first time during any calendar year (under this Share Option Plan and all other share option plans of the Company) exceeds $100,000, such portion in excess of $100,000 will be treated as a nonqualified stock option. In the event an Optionee holds two or more Options that become exercisable for the first time in the same calendar year, this limitation will be applied on the basis of the order in which the Options were granted.

More than 10% Shareholders

6.5 If an individual owns more than 10% of the total voting power of all classes of the Company’s securities, then the Subscription Price per share of an incentive stock option will not be less than 110% of the fair market value of the Common Shares on the Effective Date of an Option and the term of the Option will not exceed five years. The determination of more than 10% ownership will be made in accordance with Section 422 of the Code.

Exercisability

6.6 An Option designated as an incentive stock option will cease to qualify for favourable tax treatment as an incentive stock option to the extent it is exercised (if permitted by the terms of the Option) (a) more than three months after termination of employment for reasons other than death or disability (as defined for purposes of Section 422 of the Code), (b) more than one year after termination of employment by reason of disability (as defined for purposes of Section 422 of the Code) or (c) after the Optionee has been on a leave of absence for more than 90 days, unless the Optionee’s reemployment rights are guaranteed by statute or contract.

Transferability

6.7 Incentive stock options may not be transferred by an Optionee other than by will or the laws of descent and distribution and, during the Optionee’s lifetime, are exercisable only by the Optionee.

Taxation of Incentive Stock Options

6.8 In order to obtain certain U.S. federal tax benefits afforded to incentive stock options under Section 422 of the Code, the Optionee must hold the shares issued upon the exercise of an incentive stock option for two years after the Effective Date of the Option and one year from the date of exercise. An Optionee may be subject to the alternative minimum tax at the time of exercise of an incentive stock option. The Optionee will give the Company prompt notice of any disposition of Common Shares acquired by the exercise of an incentive stock option prior to the expiration of such holding periods.

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Options in Foreign Countries

6.9 The Board will have the authority to adopt such modifications, procedures and subplans as may be necessary or desirable to comply with provisions of the laws of foreign countries in which the Company or its Subsidiaries may operate to assure the viability of the benefits from Options grants to Optionees employed in such countries and to meet the objectives of this Share Option Plan.

Optionees Resident in the State of California

6.10 Optionees who are residents of the State of California will be subject to the additional terms and conditions set forth in Schedule II to this Share Option Plan.

Effectiveness of Part

6.11 In the event shareholder approval is required for an amendment to this Share Option Plan, shareholder approval of this Part must be obtained no later than 12 months after adoption of this Share Option Plan by the Board. In the event shareholder approval is not obtained by such time, all incentive stock options granted under this Share Option Plan will be treated as nonqualified stock options.

Term of Incentive Stock Options

6.12 Notwithstanding anything in §3.2 to the contrary, unless sooner exercised, all incentive stock options shall expire and no longer be exercisable no later than seven years after the Effective Date, subject to the limitations established in §6.5 for certain individuals.

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SCHEDULE I

2000 SHARE OPTION PLAN

OPTION COMMITMENT

Notice is hereby given that, effective _______________, 20___ (the “Effective Date”) Absolute Software Corporation (the “Company”), pursuant to the Company’s 2000 Share Option Plan (the “Plan”), as it may have been amended to the Effective Date, granted to _____________________ (the “Optionee”), an option (the “Option”) to acquire up to    Common shares in the capital of the Company (the “Optioned Shares”) on or before _______________, _________ at a Subscription Price of Cdn. $            per share.

The grant of the Option is made on and subject to the vesting provisions and other terms and conditions of the Plan, which are incorporated by reference herein. The number of Optioned Shares will be adjusted if and to the extent required in accordance with §3.8 of the Plan.

To exercise the Option, the Optionee must deliver to the Company at its head office a written notice addressed to the Company substantially in the form set forth in Appendix A hereto specifying the number of Optioned Shares that the Optionee wishes to acquire, together with a certified cheque or bank draft payable to the Company for the aggregate Subscription Price for such shares. A share certificate evidencing the Optioned Shares thereby acquired will be issued to the Optionee by the Company’s transfer agent in accordance with the Plan.

[For U.S. Employees]

[IF ISSUING ISOs INCLUDE THE FOLLOWING LANGUAGE: The Option is intended to qualify as an Incentive Stock Option under U.S. federal income tax law, but the Company does not represent or guarantee that the Option qualifies as such. To obtain certain tax benefits afforded to Incentive Stock Options, you must hold the shares issued upon exercise of the Option for two years after the Effective Date and one year from the date of exercise. You may be subject to the alternative minimum tax at the time of exercise.]

[To the extent you are a citizen or resident of the United States, your participation in the Plan could subject you to a filing requirement under the Foreign Account Tax Compliance Act (FATCA) and/or Report of Foreign Bank and Financial Accounts (FBAR). Both FATCA and FBAR require United States citizens and residents to disclose to the government the existence of certain foreign accounts in which the citizen or resident has an interest. In addition, both FATCA and FBAR impose penalties for failure to file the applicable reports. The obligation to file a report under FATCA and/or FBAR depends on the facts and circumstances of your individual situation, and for that reason you are strongly encouraged to discuss your participation in the Plan with your personal tax advisor.]

[IF ISSUING ISOs INCLUDE THE FOLLOWING LANGUAGE: Incentive stock options may not be transferred by an Optionee other than by will or the laws of descent and distribution and, during the Optionee’s lifetime, are exercisable only by the Optionee.]

[By accepting the Option, the Optionee hereby acknowledges reading and understanding of Part 6 of the Plan.]

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If the Optionee is a U.S. person or is located in the United States, the Optionee also hereby acknowledges and agrees as follows:

(a) The Option and the Optioned Shares (collectively, the “Securities”) have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States, and the Option is being granted to the Optionee in reliance on an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws;

(b) The Securities will be “restricted securities”, as defined in Rule 144 under the U.S. Securities Act, and the rules of the United States Securities and Exchange Commission provide in substance that the Optionee may dispose of the Securities only pursuant to an effective registration statement under the U.S. Securities Act or an exemption therefrom, and the Company has no obligation to register any of the Securities or to take action so as to permit sales pursuant to the U.S. Securities Act (including Rule 144 thereunder, if available);

(c) If the Optionee decides to offer, sell or otherwise transfer any of the Optioned Shares, the Optionee will not offer, sell or otherwise transfer the Option directly or indirectly, unless:

(i) the sale is to the Company;

(ii) the sale is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations;

(iii) the sale is made pursuant to the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in accordance with any applicable state securities or “blue sky” laws; or

(iv) the Optioned Shares are sold in a transaction that does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities,

and, in the case of each of (iii) and (iv) it has prior to such sale, and solely upon the request of the Company, furnished to the Company an opinion of counsel reasonably satisfactory to the Company stating that such transaction is exempt from registration under applicable securities laws;

(d) The Option may not be exercised by or for the account or benefit of a person in the United States or a U.S. person unless registered under the U.S. Securities Act and any applicable state securities laws, unless an exemption from such registration requirements is available;

(e) “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act;

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(f) The certificates representing the Optioned Shares will be endorsed with the following or a similar legend until such time as it is no longer required under the applicable requirements of the U.S. Securities Act or applicable state securities laws:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION, THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF CLAUSE (C) OR (D), THE SELLER FURNISHES TO THE CORPORATION, UPON REQUEST, AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT “GOOD DELIVERY” OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE.”

provided, that if the Optioned Shares are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S in circumstances where Rule 905 of Regulation S does not apply, the legend set forth above may be removed by providing an executed declaration to the registrar and transfer agent of the Company, in substantially the form set forth as Appendix B attached hereto (or in such other form as the Company may prescribe from time to time) and, if requested by the Company or the transfer agent, an opinion of counsel of recognized standing in form and substance satisfactory to the Company and the transfer agent to the effect that such sale is being made in compliance with Rule 904 of Regulation S and that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws; and provided, further, that, if any Shares are being sold otherwise than in accordance with Regulation S and other than to the Company, the legend may be removed by delivery to the registrar and transfer agent and the Company of an opinion of counsel, of recognized standing reasonably satisfactory to the Company, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.

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ABSOLUTE SOFTWARE CORPORATION

By:
	Chief Executive Officer

APPENDIX A

ABSOLUTE SOFTWARE CORPORATION

2000 STOCK OPTION PLAN

EXERCISE NOTICE

To: Absolute Software Corporation (the “Company”)

1. The undersigned (the “Optionee”), being the holder of options to purchase ________________ Optioned Shares at the exercise price of ________ per Optioned Share, hereby irrevocably gives notice, pursuant to the 2000 Stock Option Plan of the Company (the “Plan”), of the exercise of the Option to acquire and hereby subscribes for _________ of such Optioned Shares.

2. The Optionee tenders herewith a certified cheque or bank draft payable to the Company in an amount equal to the aggregate Subscription Price of the aforesaid Optioned Shares exercised and directs the Company to issue a share certificate evidencing said Optioned Shares in the name of the Optionee to be mailed to the Optionee at the following address:

________________________________________

________________________________________

_________________________________________

_________________________________________

3. By executing this Exercise Notice, the Optionee hereby confirms that the undersigned has read the Plan and agrees to be bound by the provisions of the Plan. All terms not otherwise defined in this Exercise Notice shall have the meanings given to them under the Plan or the attached Option Commitment.

4. If the Optionee is resident in the United States or is a U.S. person, the Optionee is a natural person who is either: (i) an officer and/or employee of the Company or of a majority-owned subsidiary of the Company (each, an “Eligible Company Optionee”), (ii) a consultant who is providing bona fide services to the Company or a majority-owned subsidiary of the Company that are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the Company’s securities (an “Eligible Consultant”), or (iii) a former Eligible Company Optionee or Eligible Consultant. “United States” and “U.S. person” are as defined in Regulation S under the United States Securities Act of 1933 as amended (the “U.S. Securities Act”).

5. The undersigned Optionee hereby represents, warrants, acknowledges and agrees that:

(a) the Optionee has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Optioned Shares, and the undersigned is able to bear the economic risk of loss of his or her entire investment;

(b) the Company has provided to the undersigned the opportunity to ask questions and receive answers concerning the terms and conditions of the offering, and the undersigned has had access to such information concerning the Company as he or she has considered necessary or appropriate in connection with his or her investment decision to acquire the Shares;

(c) the undersigned is purchasing the Optioned Shares for investment purposes only and not with a view to resale, distribution or other disposition in violation of United States federal or state securities laws;

(d) the undersigned has not exercised the Option as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, television or other form of telecommunications, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

(e) funds representing the subscription price for the Shares which will be advanced by the undersigned to the Company upon exercise of the Options will not represent proceeds of crime for the purposes of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “PATRIOT Act”), and the undersigned acknowledges that the Company may in the future be required by law to disclose the undersigned’s name and other information relating to this exercise form and the undersigned’s subscription hereunder, on a confidential basis, pursuant to the PATRIOT Act. No portion of the subscription price to be provided by the undersigned (i) has been or will be derived from or related to any activity that is deemed criminal under the laws of the United States of America, or any other jurisdiction, or (ii) is being tendered on behalf of a person or entity who has not been identified to or by the undersigned, and it shall promptly notify the Company if the undersigned discovers that any of such representations ceases to be true and provide the Company with appropriate information in connection therewith;

(f) the financial statements of the Company have been prepared in accordance with Canadian generally accepted accounting principles or International Financial Reporting Standards, which differ in some respects from United States generally accepted accounting principles, and thus may not be comparable to financial statements of United States companies;

(g) there may be material tax consequences to the Optionee of an acquisition or disposition of any of the Optioned Shares. The Company gives no opinion and makes no representation with respect to the tax consequences to the Optionee under United States, state, local or foreign tax law of the undersigned’s acquisition or disposition of such securities. In particular, no determination has been made whether the Company will be a “passive foreign investment company” within the meaning of Section 1297 of the United States Internal Revenue Code of 1986, as amended;

(h) the Company intends to rely on the registration exemption in Rule 701 under the U.S. Securities Act and a state registration exemption, but only if such exemptions are available; in the event such exemptions are determined by the Company to be unavailable, the undersigned may be required to provide a legal opinion of counsel (which will not be sufficient unless it is in form and substance satisfactory to the Company), or such other evidence satisfactory to the Company, to the effect that an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available with respect to the securities to be delivered upon exercise of the Option;

(i) the Optioned Shares have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Optioned Shares will be issued as “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act) and may not be offered, sold, pledged, or otherwise transferred, directly or indirectly, without prior registration under the U.S. Securities Act and applicable state securities laws absent an exemption from such registration requirements; and

A-2

(j) the certificate(s) representing the Shares will be endorsed with a U.S. restrictive legend substantially in the form set forth in the attached Option Commitment until such time as it is no longer required under the applicable requirements of the U.S. Securities Act or applicable state securities laws.

DATED the ____________ day of __________________________, _______.

____________________________

Signature of Option Holder            

A-3

APPENDIX B

FORM OF DECLARATION FOR REMOVAL OF LEGEND

To: Absolute Software Corporation (the “Company”)

And To: The Registrar and Transfer Agent for the Company’s Common Shares

The undersigned (A) acknowledges that the sale of _____________________________________ (the “Securities”) of the Company, represented by certificate number ___________________, to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and (B) certifies that (1) the undersigned is not (a) an “affiliate” of the Company (as that term is defined in Rule 405 under the U.S. Securities Act), except solely by virtue of being an officer or director of the Company , (b) a “distributor” or (c) an affiliate of a distributor; (2) the offer of such Securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (b) the transaction was executed on or through the facilities of the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange or another “designated offshore securities market”, and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States; (3) neither the seller nor any affiliate of the seller nor any person acting on their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities; (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the Securities are “restricted securities” (as that term is defined in Rule 144(a)(3) under the U.S. Securities Act); (5) the seller does not intend to replace such securities with fungible unrestricted securities; and (6) the contemplated sale is not a transaction, or part of a series of transactions, which, although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.

Dated:_______________, 20___X	X_____________________________________________
	Signature of individual (if Securityholder is an individual)
	X____________________________________________
	Authorized signatory (if Securityholder is not an individual)
	______________________________________________
	Name of Securityholder (please print)
	_______________________________________________
	Name of authorized signatory (please print)
	______________________________________________
	Official capacity of authorized signatory (please print)

Affirmation by Seller’s Broker-Dealer

(required for sales pursuant to Section (B)(2)(b) above)

We have read the foregoing representations of our customer, ____________________________ (the Seller”) with regard to the sale, for such Seller’s account, of ____________________________ common shares (the “Shares”) of the Company represented by certificate number . We have executed sales of the Securities pursuant to Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), on behalf of the Seller. In that connection, we hereby represent to you as follows:

(1) no offer to sell Shares was made to a person in the United States;

(2) the sale of the Shares was executed in, on or through the facilities of the Toronto Stock Exchange, the TSX Venture Exchange, the Canadian Securities Exchange or another designated offshore securities market (as defined in Rule 902(b) of Regulation S under the U.S. Securities Act), and, to the best of our knowledge, the sale was not pre-arranged with a buyer in the United States;

(3) no “directed selling efforts” were made in the United States by the undersigned, any affiliate of the undersigned, or any person acting on behalf of the undersigned; and

(4) we have done no more than execute the order or orders to sell the Shares as agent for the Seller and will receive no more than the usual and customary broker’s commission that would be received by a person executing such transaction as agent.

For purposes of these representations: “affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the undersigned; “directed selling efforts” means any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the Securities (including, but not be limited to, the solicitation of offers to purchase the Securities from persons in the United States); and “United States” means the United States of America, its territories or possessions, any State of the United States, and the District of Columbia.

Legal counsel to the Company shall be entitled to rely upon the representations, warranties and covenants contained in this letter to the same extent as if this letter had been addressed to them.

Yours truly,

Name of Firm
By:
Title:
Dated:	20_____.

SCHEDULE II

TO THE ABSOLUTE SOFTWARE CORPORATION

2000 SHARE OPTION PLAN

(FOR CALIFORNIA RESIDENTS ONLY)

This Appendix A to the Absolute Software Corporation 2000 Share Option Plan (the “Plan”) shall have application only to Optionees who are residents of the State of California. Capitalized terms contained herein shall have the same meanings given to them in the Plan, unless otherwise provided in this Appendix. Notwithstanding any provision contained in the Plan to the contrary and to the extent required by applicable law, the following terms and conditions shall apply to all Options granted to residents of the State of California, until such time as the Common Shares are listed on a national securities exchange within the meaning of Section 25100(o) of the California Corporations Code:

1. The maximum number of Common Shares that may be allotted for issuance under the Plan is as set out in §2.4 of the Plan, subject to adjustment in accordance with §3.8 of the Plan. If Options are surrendered, terminated or expire without being exercised, new Options may be granted covering Common Shares not purchased under such lapsed Options.

2. Options shall be non-transferrable other than by will or the laws of descent and distribution. Notwithstanding the foregoing, and to the extent permitted by Section 422 of the U.S. Internal Revenue Code of 1986, the Plan Administrator, in its discretion, may permit distribution of an Option to an inter vivos or testamentary trust in which the Option is to be passed to beneficiaries upon the death of the trustor (settlor), or by gift to “immediate family” as that term is defined in Rule 16a-1(e) of the U.S. Securities Exchange Act of 1934, as amended.

3. Unless employment is terminated for Cause, the right to exercise an Option in the event of termination of employment, to the extent that the Optionee is otherwise entitled to exercise an Option on the date employment terminates, shall be

(a) at least six months from the date of termination of employment if termination was caused by death or Total Disability; and

(b) at least 30 days from the date of termination if termination of employment was caused by other than death or Total Disability;

(c) but in no event later than the remaining term of the Option.

4. No Option may be granted to a resident of California more than ten years after the earlier of the date of adoption of the Plan by the Board and the date this Schedule is approved by the shareholders.

5. The Plan or agreement must be approved by a majority of the outstanding securities entitled to vote by the later of (1) within 12 months before or after the date the Plan is adopted or (2) prior to or within 12 months of the granting of any option or issuance of any security under the Plan in the State of California. Any options granted to any person in this state that is exercised before security holder approval is obtained must be rescinded if security holder approval is not obtained in the manner described in the preceding sentence. Such securities shall not be counted in determining whether such approval is obtained.